0000899140-12-000168.txt : 20120217 0000899140-12-000168.hdr.sgml : 20120217 20120217095519 ACCESSION NUMBER: 0000899140-12-000168 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120217 DATE AS OF CHANGE: 20120217 GROUP MEMBERS: NB ALTERNATIVES ADVISERS LLC GROUP MEMBERS: NB CO-INVESTMENT ASSOCIATES LP GROUP MEMBERS: NB CO-INVESTMENT PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Flagstone Reinsurance Holdings, S.A. CENTRAL INDEX KEY: 0001347815 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980481623 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82785 FILM NUMBER: 12621170 BUSINESS ADDRESS: STREET 1: 37, VAL ST. ANDRE CITY: LUXEMBOURG STATE: N4 ZIP: L-1128 BUSINESS PHONE: 352 273 515 30 MAIL ADDRESS: STREET 1: 37, VAL ST. ANDRE CITY: LUXEMBOURG STATE: N4 ZIP: L-1128 FORMER COMPANY: FORMER CONFORMED NAME: Flagstone Reinsurance Holdings Ltd DATE OF NAME CHANGE: 20051222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neuberger Berman Group LLC CENTRAL INDEX KEY: 0001465109 IRS NUMBER: 611591182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-476-9000 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 SC 13G/A 1 f021712a.htm AMENDMENT NO. 2 f021712a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  2 )*

Flagstone Reinsurance Holdings, S.A.
(Name of Issuer)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

L3466T104
(CUSIP Number)

December 31, 2011
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)



*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 
 
 

CUSIP No. L3466T104              
                                                 
13G
Page    2    of     9         Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Neuberger Berman Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x      
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,657,818 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,657,818 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,657,818 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.1 % (see Item 4)
12
TYPE OF REPORTING PERSON*
 
HC
*SEE INSTRUCTION BEFORE FILLING OUT

 
 
 

CUSIP No. L3466T104              
                                                 
13G
Page    3          of     9       Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NB Alternatives Advisers LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,657,818  (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,657,818  (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,657,818 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.1 % (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IA
*SEE INSTRUCTION BEFORE FILLING OUT

 
 
 

CUSIP No. L3466T104              
                                                 
13G
Page    4         of   9        Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NB Co-Investment Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
4,705,737  (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,705,737  (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,705,737  (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (see Item 4)
 
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
 
 
CUSIP No. L3466T104              
                                                 
13G
Page    5         of   9       Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NB Co-Investment Associates LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
4,827,818 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,827,818 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,827,818 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.9% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT

 
 
 

 
 

Item 1(a)
Name of Issuer:
   
 
Flagstone Reinsurance Holdings, S.A.
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
65 Avenue de la Gare
 
L-1611 Luxembourg, Grand Duchy of Luxembourg
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by: (i) Neuberger Berman Group LLC (“NBG”) with respect to shares of Common Stock, Par Value $0.01 Per Share (the “Shares”) of the Issuer beneficially owned by NB Co-Investment Partners LP (“NB Partners”) and certain affiliated investment funds of NBG, (ii) NB Alternatives Advisers LLC (“NB Alternatives”) with respect to Shares owned by NB Partners and certain affiliated investment funds of NBG, (iii) NB Partners with respect to Shares owned by it, and (iv) NB Co-Investment Associates LP (“NB Associates”) with respect to Shares owned by NB Partners.
   
 
NBG, NB Alternatives, NB Partners and NB Associates have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the principal business office of each reporting person is 605 Third Avenue New York, New York 10158.
   
Item 2(c)
Citizenship:
   
 
Each of NBG and NB Alternatives is a Delaware limited liability company.  Each of NB Partners and NB Associates is a Delaware limited partnership.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, Par Value $0.01 Per Share
   
Item 2(e)
CUSIP Number:
   
 
L3466T104
   
Item 3
This statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), the  person filing is a (j) “Group,” in accordance with Rule 13d-1(b)(1)(ii)(J).
   
Item 4
Ownership:
   
 

Page 6 of 9
 
 
 
 
 
 
The percentages used herein are calculated based upon the 70,058,168 Shares issued and outstanding as of November 4, 2011, as reported on the Issuer's quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended September 30, 2011.
   
 
As of the close of business on December 31, 2011:
   
 
1.  NBG
 
(a) Amount beneficially owned: 5,657,818
 
(b) Percent of class: 8.1 %
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 5,657,818
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 5,657,818
   
 
2.  NB Alternatives
 
(a) Amount beneficially owned: 5,657,818
 
(b) Percent of class: 8.1 %
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 5,657,818
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 5,657,818
   
 
3. NB Partners
 
(a) Amount beneficially owned: 4,705,737
 
(b) Percent of class: 6.7 %
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 4,705,737
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 4,705,737
   
 
4. NB Associates
 
(a) Amount beneficially owned: 4,827,818
 
(b) Percent of class: 6.9 %
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 4,827,818
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 4,827,818
   
 
NBG, NB Alternatives and NB Associates own directly no Shares.  Pursuant to investment management agreements, NB Alternatives maintains investment and voting power with respect to the securities held by NB Partners and certain affiliated investment funds.  NB Associates is the general partner of NB Partners and may be deemed to have beneficial ownership of the securities held by NB Partners.  NBG controls each of NB Alternatives and NB Associates.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of NBG and NB Alternatives may be deemed to beneficially own 5,657,818 Shares (constituting approximately 8.1 % of the Shares outstanding).  Each of NBG and NB Alternatives disclaims beneficial ownership of any of the securities covered by this statement.
   
 

Page 7 of 9
 
 
 
 
 
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Page 8 of 9
 
 
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 16, 2012

Neuberger Berman Group LLC


By:  /s/ Brad Cetron                              
Name:  Brad Cetron
Title:  Deputy General Counsel

NB Alternatives Advisers LLC
 
By:  /s/ Christian Neira                       
Name:  Christian Neira
Title:  Senior Vice President

NB Co-Investment Partners LP


By:  /s/ Christian Neira                     
Name:  Christian Neira
Title:  Senior Vice President

NB Co-Investment Associates LP


By:  /s/ Christian Neira                     
Name:  Christian Neira
Title:  Senior Vice President


 
Page 9 of 9

 EX-99.1 2 f021712b.htm JOINT FILING AGREEMENT f021712b.htm

Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
 
Dated:  February 16, 2012

Neuberger Berman Group LLC


By:  /s/ Brad Cetron                                  
Name:  Brad Cetron
Title:  Deputy General Counsel

NB Alternatives Advisers LLC
 
By:  /s/ Christian Neira                             
Name:  Christian Neira
Title:  Senior Vice President

NB Co-Investment Partners LP


By:  /s/ Christian Neira                           
Name:  Christian Neira
Title:  Senior Vice President

NB Co-Investment Associates LP


By:  /s/ Christian Neira                        
Name:  Christian Neira
Title:  Senior Vice President