SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TRIDENT II L P

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS L [ AXS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 07/01/2003 S 1,223,769 D 22 177,128,950,000(1) D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TRIDENT II L P

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRIDENT CAPITAL II LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Trident II, L.P. (???Trident???) is making this joint filing on Form 3 on its behalf and on behalf of Trident Capital II, L.P. (???Trident GP???), Marsh & McLennan Capital Professionals Fund, L.P. (???CPF???) and Marsh & McLennan Employees??? Securities Company, L.P. (???ESC???). The general partners of Trident GP are Marsh & McLennan GP I, Inc. (???MMGPI???), a wholly owned subsidiary of Marsh & McLennan Risk Capital Holdings, Ltd. (???MMRCH???), and two single member limited liability companies that are owned by individuals who are senior executive officers of Marsh & McLennan Companies, Inc. (???MMC???). Each of these two single member limited liability companies disclaims beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. MMC, MMRCH, and MMGPI each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident, other than Common Shares in which they may be deemed to have a pecuniary interest.
2. Trident has agreed that it will coordinate the timing of the sale of the Common Shares held by it with the sale of the Common Shares held by MMRCH. As a result, Trident may be deemed to beneficially own Common Shares that are held directly or indirectly by MMC. Trident disclaims any beneficial ownership of any Common Shares held by MMC (other than the shares held by CPF and ESC). MMC has made separate filings with respect to the Common Shares owned by it. By virtue of its position as the general partner of Trident, Trident GP may be deemed to be the beneficial owner of any Common Shares beneficially owned by Trident. MMC, by virtue of holding interests (including through MMRCH and MMGPI) in Trident, Trident GP, ESC and CPF, may be deemed to have a pecuniary interest in approximately 29.13% of the Common Shares beneficially owned by Trident and Trident GP, 1.09% of the Common Shares beneficially owned by ESC and 57.29% of the Common Shares beneficially owned by CPF.
TRIDENT II, L.P., By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By: /s/ David J. Wermuth, Vice President 07/03/2003
By: Trident Capital II, L.P., its sole general partner, By: CD Trident II, LLC, a general partner, By /s/ David J. Wermuth, Vice President 07/01/2003
Marsh & McLennan Capital Professionals Fund, L.P., By: Marsh & McLennan GP I, Inc., its sole general partner, By: /s/ David J. Wermuth, Assistant Secretary 07/01/2003
Marsh & Mclennan Employees' Securities Company, L.P., By: Marsh & McLennan GP I, Inc., its sole general partner, By /s/ David J. Wermuth, Assistant Secretary 07/01/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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