X0306 5 2018-12-31 1 0 1 0001576018 Third Point Reinsurance Ltd. TPRE 0001034435 BYNUM FRANK K C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001079290 BERNEY PHILIP E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001300363 Loverro Frank J C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001323752 Connors James J II C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001421668 Moore Church M C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001403550 OSBORNE STANLEY DE J C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001405474 Collins Christopher L C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001574735 Alexander Anna Lynn C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001570938 Matlin Howard A. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Shares 2018-08-01 4 S 0 L 95819 13.688 D 6368964 I By Partnership Common Shares 2018-08-02 4 S 0 L 152680 13.5355 D 6368964 I By Partnership Common Shares 2018-08-03 4 S 0 L 224519 13.55 D 6368964 I By Partnership Common Shares 2018-08-06 4 S 0 L 239012 13.5328 D 6368964 I By Partnership Common Shares 2018-08-07 4 S 0 L 6800 13.5007 D 6368964 I By Partnership Common Shares 2018-08-17 4 S 0 L 1000000 13.15 D 6368964 I By Partnership Common Shares 2018-08-20 4 S 0 L 8922 13.50 D 6368964 I By Partnership Common Shares 2018-08-21 4 S 0 L 52861 13.50 D 6368964 I By Partnership Common Shares 2018-08-22 4 S 0 L 80739 13.5163 D 6368964 I By Partnership Common Shares 2018-08-23 4 S 0 L 4200 13.50 D 6368964 I By Partnership Common Shares 2018-08-24 4 S 0 L 122021 13.50 D 6368964 I By Partnership Common Shares 2018-08-27 4 S 0 L 123704 13.5016 D 6368964 I By Partnership Common Shares 2018-08-28 4 S 0 L 19749 13.50 D 6368964 I By Partnership Common Shares 2018-08-31 4 S 0 L 1500000 13.35 D 6368964 I By Partnership This Form 5 reports transactions which should have been reported on Form 4 during the previous fiscal year but were inadvertently not reported. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $14.3500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5. Reflects 5,223,802 common shares held directly by KIA TP Holdings, L.P. ("KIA TP") and 945,846 common shares held directly by KEP TP Holdings, L.P. ("KEP TP"). 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. 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. 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. 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. 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, Stephen C. Dutton, Matthew S. Edgerton, John K. Kim, Henry Mannix III 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, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.7000, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6250, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.5500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 5 is one of three 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; Stephen C. Dutton; Matthew S. Edgerton; John K. Kim; Henry Mannix III and Howard A. Matlin. /s/ Howard A. Matlin, Attorney-in-Fact for Frank K. Bynum, Jr. 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for Philip E. Berney 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for Frank J. Loverro 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for James J. Connors, II 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for Church M. Moore 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for Stanley de J. Osborne 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for Christopher L. Collins 2019-02-12 /s/ Howard A. Matlin, Attorney-in-Fact for A. Lynn Alexander 2019-02-12 /s/ Howard A. Matlin 2019-02-12