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