| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PXRE GROUP LTD [ PXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class B Convertible Common Shares(1)(2)(3) | 11/18/2005(4) | C | 1,818,181(5) | A | $13.34(6) | 3,399,020 | I | See foonotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series D Preferred Shares(1)(2)(7) | (6) | 11/18/2005(4) | C | 20,000(8) | 11/18/2005(4) | (9) | Common shares | 1,818,181 | $1,000 | 0 | I | See footnotes(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. RCGM, LLC (f/k/a Reservoir Capital Management, L.L.C.), a Delaware limited liability company ("RCGM"), is an investment management firm and is the managing member of Reservoir Capital Group, L.L.C., a Delaware limited liability company ("Reservoir Group"). Reservoir Group is an investment management firm and serves as the general partner of Reservoir Capital Partners, L.P. ("Reservoir Partners"), Reservoir Capital Master Fund, L.P. ("Reservoir Capital Master Fund"), Reservoir Capital Master Fund II, L.P. ("Reservoir Capital Master Fund II") and Reservoir Capital Investment Partners, L.P. ("Reservoir Investment"), which are each private investment partnerships. |
| 2. Each of RCGM, Reservoir Group, Reservoir Partners, Reservoir Capital Master Fund, Reservoir Capital Master Fund II and Reservoir Investment disclaims beneficial ownership of the reported common shares of PXRE Group, Ltd. (the "Company", and such common shares, the "Common Shares") except to the extent of its pecuniary interest therein, and the inclusion of such Common Shares in this report shall not be deemed an admission of beneficial ownership of such reported Common Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. See Exhibit 99.1 attached hereto for a list of each Reporting Person. |
| 3. Class B Convertible Voting Common Shares, par value $1.00 per share ("Class B Convertible Common Shares"), of the Company. |
| 4. The exchange of the Series D Preferred Shares for Class B Convertible Common Shares was conditioned on approval by the Company's shareholders and such approval was granted by the Company's shareholders on November 18, 2005. |
| 5. Includes 695,272, 50,545, 175,818 and 896,545 Class B Convertible Common Shares held by Reservoir Partners, Reservoir Capital Master Fund, Reservoir Capital Master Fund II and Reservoir Investment, respectively. |
| 6. 20,000 shares of Series D Preferred Shares held by certain of the Reporting Persons were automatically exchanged into Class B Convertible Common Shares on November 18, 2005, pursuant to the exchange ratio described in the following sentence, resulting in the acquisition of 1,818,181 shares of Class B Convertible Common Shares. Each share of Series D Preferred Shares had a face of $1000 per share and was exchanged into Class B Convertible Common Shares at an exchange ratio equal to a fraction, of which the numerator is 1,000 and the denominator is 11. |
| 7. Series D Perpetual Non-Voting Preferred Shares, par value $1.00 per share ("Series D Preferred Shares"), of the Company. |
| 8. Includes 7,648, 556, 1,934 and 9,862 Series D Preferred Shares held by Reservoir Partners, Reservoir Capital Master Fund, Reservoir Capital Master Fund II and Reservoir Investment, respectively. |
| 9. The Series D Preferred Shares were perpetual preferred shares and accordingly there is no fixed expiration date. |
| Remarks: |
| EXHIBIT LIST Exhibit 99.1 |
| /s/ Craig Huff | 11/22/2005 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||