SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

RESERVOIR CAPITAL GROUP LLC

(Last)

(First)

(Middle)

650 MADISON AVENUE

26TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PXRE GROUP LTD [ PXT ]

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)
11/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $1.00 per share ("Common Shares")	11/23/2004⁽¹⁾		C		780,254	A	⁽¹⁾	2,829,384⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Shares	11/23/2004⁽¹⁾		S⁽¹⁾		780,254	D	$23.75	2,829,384⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Voting Convert. Pfd. Shares ("Preferred Shares")	$13.48	11/23/2004⁽¹⁾	11/23/2004⁽¹⁾	C			1,039.332	⁽¹⁾	04/04/2005	Common Shares	780,254	$23.75	3,553.392	D⁽²⁾

Explanation of Responses:

1. On November 23, 2004, the Reporting Persons sold 701,910 Common Shares for $23.75 per share in an underwritten public offering. On November 29, 2004, the underwriters exercised the overallotment option with respect to 78,344 additional Common Shares held by the Reporting Persons, for an aggregate of 708,254 Common shares sold. The closing date with respect to the overallotment option was December 2, 2004. The Reporting Persons converted 1039.332 Preferred Shares necessary to yield the aggregate number of Common Shares sold. The Preferred Shares are subject to prior conversion if transferred to unaffiliated third parties and may be converted at any time by the holder thereof.

2. Includes 2,287,546 and 384,822 Common Shares issuable upon conversion of 3,041.703 and 511.689 Preferred Shares, plus accrued dividends, held by Reservoir Capital Partners, L.P. ("Reservoir Partners") and Reservoir Capital Master Fund, L.P. ("Reservoir Master Fund"), respectively (assuming conversion of all Preferred Shares held by the Reporting Persons at a conversion price of $13.48), 5,000 Common Shares (4,167 of which are restricted Common Shares) and options exercisable within 60 days to purchase 1,666 Common Shares held by Reservoir Capital Group, L.L.C. ("Reservoir Goup"), 128,495 Common Shares held by Reservoir Partners and 21,855 Common Shares held by Reservoir Master Fund. Reservoir Capital Management, L.L.C. ("Reservoir Management"), an investment management firm, is the managing member of Reservoir Group.

3. Reservoir Group, an investment management firm, serves as the general partner of Reservoir Partners and Reservoir Master Fund, which are each private investment partnerships. Reservoir Management, together with Reservoir Group, Reservoir Partners and Reservoir Master Fund are herein referred to as the "Reporting Persons". Each Reporting Person disclaims beneficial ownership of the reported 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 (the "Exchange Act") or for any other purpose.

4. The Reporting Persons may be deemed to be part of a group together with Capital Z Financial Services Fund II, L.P., Capital Z Financial Services Private Fund II, L.P., Capital Z Partners, L.P., Capital Z Partners, Ltd., Capital Z Management, LLC (the "Capital Z Preferred Owners"), SAB Capital Partners, L.P., SAB Capital Partners II, L.P., SAB Overseas Fund, Ltd., SAB Capital Advisors, L.L.C. (the "SAB Preferred Owners"), RER Reinsurance Holdings, L.P. ("RER"), and Richard E. Rainwater ("Rainwater") and therefore be deemed to benefically own the Common Shares benefically owned by the Capital Z Preferred Owners, the SAB Preferred Owners, RER and Rainwater, but the Reporting Persons disclaim the existence of any such group. Such group would beneficailly own 12,198,403 Common Shares, which would represent 37.5% of the total outstanding Common Shares, assuming conversion of all Preferred Shares held by such group at a conversion price of $13.48.

5. The Reporting Persons disclaim any such beneficial ownership and disclaim membership in any group for purposes of Section 13 of the Exchange Act or for any other purpose.

	/s/ Craig Huff	12/13/2004
	** 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.