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^*

CHARMAN JOHN

(Last)

(First)

(Middle)

AXIS CAPITAL HOLDINGS LIMITED

92 PITTS BAY ROAD

(Street)

PEMBROKE

HM 08

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS LTD [ AXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President & Deputy Chair

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2011

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 Shares	10/18/2011		M⁽¹⁾		1,293,855	A	$10.36	3,098,763	I⁽³⁾	By Dragon Holdings Trust
Common Shares	10/18/2011		F⁽¹⁾		513,183	D	$26.12	2,585,580	I⁽³⁾	By Dragon Holdings Trust
Common Shares	10/18/2011		M⁽²⁾		431,282	A	$10.36	842,586	I⁽⁴⁾	By N.I.M.I.C. International Ltd.
Common Shares	10/18/2011		F⁽²⁾		171,060	D	$26.12	671,526	I⁽⁴⁾	By N.I.M.I.C. International Ltd.

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)
Warrants	$10.36	10/18/2011		M			1,293,855	10/18/2011	11/20/2011	Common Stock	1,293,855	$0	0	I⁽⁵⁾	By Dragon Holdings Trust
Warrants	$10.36	10/18/2011		M			431,282	10/18/2011	11/20/2011	Common Stock	431,282	$0	0	I⁽⁶⁾	By N.I.M.I.C. International Ltd.

Explanation of Responses:

1. On October 18, 2011, Dragon Holdings Trust exercised a warrant to purchase 1,293,855 shares of Common Stock of AXS for $10.36 per share. Dragon Holdings Trust paid the exercise price on a cashless basis, resulting in AXS' withholding of 513,183 of the warrant shares to satisfy the exercise price and issuing to Dragon Holdings Trust the remaining 780,672 shares of Common Stock of AXS.

2. On October 18, 2011, N.I.M.I.C. International Ltd. exercised a warrant to purchase 431,282 shares of Common Stock of AXS for $10.36 per share. N.I.M.I.C. International Ltd. paid the exercise price on a cashless basis, resulting in AXS' withholding of 171,060 of the warrant shares to satisfy the exercise price and issuing to N.I.M.I.C. International Ltd. the remaining 260,222 shares of Common Stock of AXS.

3. Mr. Charman disclaims beneficial ownership of the common shares held by the Dragon Holdings Trust.

4. Mr. Charman disclaims beneficial ownership of the common shares held by N.I.M.I.C. International Ltd.

5. Mr. Charman disclaims beneficial ownership of the common shares issuable upon exercise of the warrants held by the Dragon Holdings Trust.

6. Mr. Charman disclaims beneficial ownership of the common shares issuable upon exercise of the warrants held by N.I.M.I.C. International Ltd.

	Richard T. Gieryn, Jr., Attorney-in-Fact	10/20/2011
	** 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.