0001181431-11-024399.txt : 20110418
0001181431-11-024399.hdr.sgml : 20110418
20110418163450
ACCESSION NUMBER: 0001181431-11-024399
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110414
FILED AS OF DATE: 20110418
DATE AS OF CHANGE: 20110418
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: 11765815
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: 11765814
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
rrd308718.xml
FORM 4 -- APRIL 2011 WARRANT EXERCISE
X0303
4
2011-04-14
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
1
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
2011-04-14
4
M
0
16918312
12.50
A
16918312
D
Common Stock
2011-04-14
4
M
0
473264
12.50
A
473264
D
Common Stock
2011-04-14
4
M
0
476528
12.50
A
476528
D
Common Stock
2011-04-14
4
D
0
5853278
36.13
D
11065034
D
Common Stock
2011-04-14
4
D
0
163737
36.13
D
309527
D
Common Stock
2011-04-14
4
D
0
164866
36.13
D
311662
D
Warrants
12.50
2011-04-14
4
M
0
16918312
0
D
2011-04-14
2011-11-20
Common Stock
16918312
0
D
Warrants
12.50
2011-04-14
4
M
0
473264
0
D
2011-04-14
2011-11-20
Common Stock
473264
0
D
Warrants
12.50
2011-04-14
4
M
0
476528
0
D
2011-04-14
2011-11-20
Common Stock
476528
0
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 acquisition or disposition of shares of Common Stock of AXS by Trident; this transaction in Table II relates to Warrants of AXS exercised 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 acquisition or disposition of shares of Common Stock of AXS by CPF; this transaction 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 acquisition or disposition of shares of Common Stock of AXS by ESC; this transaction in Table II relates to Warrants of AXS exercised 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 were currently exercisable.
On April 14, 2011, Trident exercised a warrant to purchase 16,918,312 shares of Common Stock of AXS for $12.50 per share. Trident paid the exercise price on a cashless basis, resulting in AXS's withholding of 5,853,278 of the warrant shares to satisfy the exercise price and issuing to Trident the remaining 11,065,034 shares of Common Stock of AXS. Fractional shares were cashed out.
On April 14, 2011, CPF exercised a warrant to purchase 473,264 shares of Common Stock of AXS for $12.50 per share. CPF paid the exercise price on a cashless basis, resulting in AXS's withholding of 163,737 of the warrant shares to satisfy the exercise price and issuing to CPF the remaining 309,527 shares of Common Stock of AXS. Fractional shares were cashed out.
On April 14, 2011, ESC exercised a warrant to purchase 476,528 shares of Common Stock of AXS for $12.50 per share. ESC paid the exercise price on a cashless basis, resulting in AXS's withholding of 164,866 of the warrant shares to satisfy the exercise price and issuing to ESC the remaining 311,662 shares of Common Stock of AXS. Fractional shares were cashed out.
Trident II, L.P.; By: Trident Capital II, L.P.; By: DW Trident GP, LLC; By: /s/ David Wermuth, Member
2011-04-18
Trident Capital II, L.P.; By: DW Trident GP, LLC; By: /s/ David Wermuth, Member
2011-04-18
Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd., sole general partner; By: /s/ David Wermuth, secretary
2011-04-18
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
2011-04-18