SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STAVIS ROBERT M

(Last)

(First)

(Middle)

C/O BESSEMER VENTURES

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PXRE GROUP LTD [ PXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $1.00 per share ("Common Shares")	11/23/2004		C		20,752	A	⁽¹⁾	85,295⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾
Common Shares	11/23/2004		S⁽¹⁾		20,752	D	$23.75	85,295⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Voting Convert. Pfd. Shares ("Preferred Shares")	$13.48	11/23/2004⁽¹⁾	11/23/2004⁽¹⁾	C⁽¹⁾			27.643	⁽¹⁾	04/04/2005	Common Shares	20,752	$23.75	94.504⁽³⁾⁽⁴⁾	D⁽²⁾

Explanation of Responses:

1. On November 23, 2004, Robert M. Stavis (the "Reporting Person") sold 18,668 Common Shares for $23.75 per share in an underwritten public offering. On November 29, 2004, the underwriters exercised the overallotment option with respect to 2,084 additional Common Shares held by the Reporting Person, for an aggregate of 20,752 Common Shares sold. The closing date with respect to the overallotment option was December 2, 2004. The Reporting Person converted 27.643 Preferred Shares necessary to yield the aggregate number of Common Shares sold. The Preferred Shares are subject to prior conversion if transferred to unaffiliated third parties and may be converted at any time by the holder thereof.

2. Includes 71,073 Common Shares issuable upon conversion of 94.504 Preferred Shares, plus accrued dividends (assuming conversion of all Preferred Shares held by the Reporting Person at a conversion price of $13.48), 6,000 Common Shares (4,501 of which are restricted Common Shares) and options exercisable within 60 days to purchase 8,222 Common Shares.

3. The Reporting Person may be deemed to be part of a group together with Capital Z Financial Services Fund II, L.P., Capital Z Financial Services Private Fund II, L.P., Capital Z Partners, L.P., Capital Z Partners, Ltd., Capital Z Management, LLC (the "Capital Z Preferred Owners"), SAB Capital Partners, L.P., SAB Capital Partners II, L.P., SAB Overseas Fund, Ltd., SAB Capital Advisors, L.L.C. (the "SAB Preferred Owners"), Reservoir Capital Partners, L.P. and Reservoir Capital Master Fund, L.P. (the "Reservoir Preferred Owners"), RER Reinsurance Holdings, L.P. ("RER") and Richard E. Rainwater ("Rainwater") and therefore be deemed to benefically own the shares beneficially owned by the Capital Z Preferred Owners, the Reservoir Preferred Owners, the SAB Preferred Owners, RER and Rainwater, but the Reporting Person disclaims the existence of any such group.

4. Such group described in footnote 3 would beneficially own 12,283,698 Common Shares, which would represent 37.7% of the total outstanding Common Shares, assuming conversion of all Preferred Shares held by such group at a conversion price of $13.48. The Reporting Person disclaims any such beneficial ownership. The Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of his pecuniary interest thererin, and the inclusion of such Common Shares in this report shall not be deemed an admission of beneficial ownership of such reported Common Shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purpose, and the Reporting Person disclaims membership in any group for purposes of Section 13 of the Exchange Act or for any other purpose.

	/s/ Robert Stavis	12/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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