SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* KIA TP Holdings, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/14/2013	3. Issuer Name and Ticker or Trading Symbol Third Point Reinsurance Ltd. [ TPRE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	21,167,335	D(1)(3)(4)(5)(6)(7)
Common Shares	3,832,665	D(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to acquire)	(8)	12/22/2021	Common Shares	1,957,867	$10	D(1)(3)(4)(5)(6)(7)
Warrants (right to acquire)	(8)	12/22/2021	Common Shares	354,501	$10	D(2)(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person* KIA TP Holdings, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NICKELL FRANK T (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALL THOMAS R IV (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MATELICH GEORGE E (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDBERG MICHAEL B (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WAHRHAFTIG DAVID I (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KEP TP Holdings, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KEP VI (Cayman) GP Ltd. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kelso GP VIII (Cayman) Ltd. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kelso GP VIII (Cayman), L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Securities held directly by KIA TP Holdings, L.P. ("KIA TP").

2. Securities held directly by KEP TP Holdings, L.P. ("KEP TP").

3. Kelso GP VIII (Cayman) Ltd. ("GP VIII LTD") is the general partner of Kelso GP VIII (Cayman), L.P. ("GP VIII LP", and, together with GP VIII LTD and KIA TP, the "KIA Entities"). GP VIII LP is the general partner of KIA TP. KEP VI (Cayman) GP Ltd. ("KEP VI GP LTD", and, together with KEP TP, the "KEP Entities") is the general partner of KEP TP. The KIA Entities and the KEP Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KEP Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose.

4. Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP VIII LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LP and KIA TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP VIII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and KIA TP, except, in the case of KIA TP, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

5. KIA TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and GP VIII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

6. Each of the KEP Entities, due to their common control, could be deemed to beneficially own each other's securities. KEP VI GP LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KEP TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI GP LTD, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

7. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander and Howard A. Matlin (the "Kelso Individuals") may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VIII LTD, GP VIII LP, KIA TP, KEP VI GP LTD, and KEP TP, by virtue of their status as directors of GP VIII LTD and KEP VI GP LTD, but disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Kelso Individuals is the beneficial owner of these securities for any purpose.

8. 78% of the warrants are currently exercisable. The reminder of the warrants will become exercisable upon consummation of the issuer's initial public offering.

Remarks:

Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same securities by the following joint filers: KIA TP Holdings, L.P.; KEP TP Holdings, L.P.; Kelso GP VIII (Cayman) Ltd.; Kelso GP VIII (Cayman), L.P.; KEP VI (Cayman) GP Ltd.; Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; David I. Wahrhaftig; Frank K. Bynum, Jr.; Philip E. Berney; Frank J. Loverro; James J. Connors, II; Church M. Moore; Stanley de J. Osborne; Christopher L. Collins; A. Lynn Alexander; and Howard A. Matlin.

	KIA TP Holdings, L.P. : By: Kelso GP VIII (Cayman), L.P., its general partner; By: Kelso GP VIII (Cayman) Ltd., its general partner; By: /s/ James J. Connors, II, Director and Vice President	08/14/2013
	KEP TP Holdings, L.P. : By: KEP VI (Cayman) GP Ltd., its general partner; By: /s/ James J. Connors, II, Director and Vice President	08/14/2013
	KEP VI (Cayman) GP Ltd.: By: /s/ James J. Connors, II, Director and Vice President	08/14/2013
	Kelso GP VIII (Cayman) Ltd.: By: /s/ James J. Connors, II, Director and Vice President	08/14/2013
	Kelso GP VIII (Cayman), L.P.: By: Kelso GP VIII (Cayman) Ltd., its general partner; By: /s/ James J. Connors, II, Director and Vice President	08/14/2013
	/s/ James J. Connors, II, Attorney-in-Fact for Frank T. Nickell	08/14/2013
	/s/ James J. Connors, II, Attorney-in-Fact for Thomas R. Wall, IV	08/14/2013
	/s/ James J. Connors, II, Attorney-in-Fact for George E. Matelich	08/14/2013
	/s/ James J. Connors, II, Attorney-in-Fact for Michael B. Goldberg	08/14/2013
	/s/ James J. Connors, II, Attorney-in-Fact for David I. Wahrhaftig	08/14/2013
	** Signature of Reporting Person	Date
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