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)
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1205

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2013
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 Stock 02/06/2013 D 2,840,533 D $38.7 2,590,777 (1) (2) (5) D
Common Stock 02/06/2013 D 79,460 D $38.7 72,473 (1) (3) (5) D
Common Stock 02/06/2013 D 80,007 D $38.7 72,973 (1) (4) (5) D
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)
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRIDENT CAPITAL II LP

(Last) (First) (Middle)
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1205

(City) (State) (Zip)
Explanation of Responses:
1. This filing relates to shares of Common Stock of AXIS Capital Holdings Limited ("AXS"). Trident II, L.P. ("Trident") is making this joint filing on Form 4 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"). Trident, CPF and ESC have agreed that they will coordinate the timing of the sale of shares of Common Stock of AXS.
2. This transaction in Table I relates to the disposition of shares of Common Stock of AXS by Trident. The general partners of Trident GP are four single member limited liability companies, each of which is owned by an individual who is a member of Stone Point Capital LLC, which serves as the manager of Trident. Each of these single member limited liability companies disclaims beneficial ownership of the shares of Common Stock of AXS, except to the extent of any pecuniary interest therein, that are, or may be deemed to be, beneficially owned by Trident or Trident GP. In addition, Trident and Trident GP disclaim beneficial ownership of shares of Common Stock of AXS that are, or may be deemed to be, beneficially owned by CPF or ESC.
3. This transaction in Table I relates to the disposition of shares of Common Stock of AXS by CPF. The sole general partner of CPF is Stone Point GP Ltd., a company owned by certain individuals who are members of Stone Point Capital LLC, which serves as the investment manager of CPF. CPF disclaims beneficial ownership of shares of Common Stock of AXS that are, or may be deemed to be, beneficially owned by Trident or ESC.
4. This transaction in Table I relates to the disposition of shares of Common Stock of AXS by ESC. Marsh & McLennan GP I, Inc., a subsidiary of Marsh & McLennan Companies, Inc., is the sole general partner of ESC. ESC disclaims beneficial ownership of shares of Common Stock of AXS that are, or may be deemed to be, beneficially owned by Trident or CPF.
5. Charles A. Davis, a director of AXS, is one of the four general partners of Trident GP. Mr. Davis is also a director and shareholder of Stone Point GP Ltd., the entity that is the sole general partner of CPF. Mr. Davis is also chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of Trident II, CPF and ESC. By virtue of Mr. Davis being one of AXS's directors, each of Trident, Trident GP, CPF and ESC may be deemed to be a director by deputization.
TRIDENT II, L.P.; By: Trident Capital II, L.P.; By: DW Trident GP, LLC; By: David Wermuth, Member 02/08/2013
Trident Capital II, L.P.; By: DW Trident GP, LLC; By: David Wermuth, Member 02/08/2013
Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd., sole general partner; By: David Wermuth, Member 02/08/2013
Marsh & McLennan Employees' Securities Company, L.P.; By: Marsh & McLennan GP I, Inc., sole general partner; By: Stone Point Capital LLC, agent and attorney-in-fact; By: David Wermuth, Member 02/08/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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