-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cjx0Io9y9GvSVBd+aoSLT+wMvZ6c0TSkyoQHSrPnPGqU4M5RXO34OXFePp3VGzG4 FdFXPAXgRMMlCpNPU0QbgQ== 0001181431-10-058530.txt : 20101202 0001181431-10-058530.hdr.sgml : 20101202 20101202110937 ACCESSION NUMBER: 0001181431-10-058530 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101202 FILED AS OF DATE: 20101202 DATE AS OF CHANGE: 20101202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AXIS CAPITAL HOLDINGS LTD CENTRAL INDEX KEY: 0001214816 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 92 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 496-2600 MAIL ADDRESS: STREET 1: 92 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIDENT II L P CENTRAL INDEX KEY: 0001089446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 101226659 BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIDENT CAPITAL II LP CENTRAL INDEX KEY: 0001249878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 101226660 BUSINESS ADDRESS: STREET 1: C/O MAPLES & CALDER UGLAND HOUSE BOX 309 STREET 2: SOUTH CHURCH ST CITY: GEORGE TOWN CAYMAN ISLAND STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459498066 MAIL ADDRESS: STREET 1: SOUTH CHURCH STREET CITY: GEORGETOWN CAYMAN ISLANDS STATE: E9 ZIP: 00000 4 1 rrd292810.xml FORM 4 -- NOVEMBER 2010 SALE X0303 4 2010-12-02 0 0001214816 AXIS CAPITAL HOLDINGS LTD AXS 0001089446 TRIDENT II L P C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN E9 BWI CAYMAN ISLANDS 0 0 1 0 0001249878 TRIDENT CAPITAL II LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN E9 BWI CAYMAN ISLANDS 0 0 1 0 Common Stock 2010-12-02 4 S 0 2900032 35.205 D 0 D Common Stock 2010-12-02 4 S 0 81172 35.205 D 0 D Common Stock 2010-12-02 4 S 0 81620 35.205 D 0 D Warrants 12.50 2010-12-02 2011-11-20 Common Stock 16918312 16918312 D Warrants 12.50 2010-12-02 2011-11-20 Common Stock 473264 473264 D Warrants 12.50 2010-12-02 2011-11-20 Common Stock 476528 476528 D This filing relates to shares of Common Stock and Warrants 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. This transaction in Table I relates to the sale of shares of Common Stock of AXS by Trident; the disclosure of this holding in Table II relates to Warrants of AXS owned 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 Warrants 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 the Warrants of AXS that are, or may be deemed to be, beneficially owned by CPF and ESC. This transaction in Table I relates to the sale of shares of Common Stock of AXS by CPF; the disclosure of this holding in Table II relates to Warrants of AXS owned 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 the Warrants of AXS that are, or may be deemed to be, beneficially owned by Trident and ESC. This transaction in Table I relates to the sale of shares of Common Stock of AXS by ESC; the disclosure of this holding in Table II relates to Warrants of AXS owned 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 the Warrants of AXS that are, or may be deemed to be, beneficially owned by Trident and CPF. Warrants of AXS are currently exercisable. Trident II, L.P.; By: Trident Capital II, L.P.; By: DW Trident GP, LLC; By: /s/ David Wermuth, Member 2010-12-02 Trident Capital II, L.P.; By: DW Trident GP, LLC; By: /s/ David Wermuth, Member 2010-12-02 Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd., sole general partner; By: /s/ David Wermuth, secretary 2010-12-02 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: /s/ David Wermuth, principal 2010-12-02 -----END PRIVACY-ENHANCED MESSAGE-----