-----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, RXmH7Mpi3tTh3uOZZq/ion6Dj1PXTaZO32SnipIQvKRKNDPnAFEfqi4DWU8VRi+X A7361y0EGxwnBZp5fghfyA== 0001181431-07-051421.txt : 20070809 0001181431-07-051421.hdr.sgml : 20070809 20070809210150 ACCESSION NUMBER: 0001181431-07-051421 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070807 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Argo Group International Holdings, Ltd. CENTRAL INDEX KEY: 0001091748 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 980214719 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PXRE HOUSE STREET 2: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 4412965858 MAIL ADDRESS: STREET 1: P O BOX HM 1282 CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM FX FORMER COMPANY: FORMER CONFORMED NAME: PXRE GROUP LTD DATE OF NAME CHANGE: 19990724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAPITAL Z FINANCIAL SERVICES FUND II LP CENTRAL INDEX KEY: 0001075567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15259 FILM NUMBER: 071042502 BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128988700 4 1 rrd168843.xml FORM 4 X0202 4 2007-08-07 0 0001091748 Argo Group International Holdings, Ltd. AGIID 0001075567 CAPITAL Z FINANCIAL SERVICES FUND II LP 230 PARK AVENUE SOUTH 11TH FLOOR NEW YORK NY 10003 1 0 0 1 Former 10%owner.See footnote 7 Common Stock 2007-08-07 4 A 0 400 0 A 2150 I See footnote Common Stock 2007-08-07 4 C 0 440523 0 A 622341 I See footnote Common Stock 2007-08-07 4 P 0 507777 A 507777 D Series A Preferred Shares 2007-08-07 4 S 0 3168.533 D 0 D Class A Convertible Common Shares 2007-08-07 4 C 0 4405238 0 D Common Shares 4405238 0 I See footnote Under the terms of the PXRE Group Ltd. Non-Employee Director Deferred Stock Plan (the "Plan"), upon the consummation of a merger on August 7, 2007 pursuant to which Argonaut Group, Inc. ("Argonaut") became a wholly owned subsidiary of PXRE Group Ltd. ("PXRE"), each non-employee director received a grant of 2,000 PXRE common shares. Immediately following the merger, PXRE shares split in a 1-for-10 reverse stock split and PXRE's name was changed to "Argo Group International Holdings, Ltd." The Plan permits certain directors to cause common shares to be granted directly to their employers (or to affiliates of their employers) subject to the same terms and conditions under the Plan as would apply if the director had retained such common shares personally. Capital Z Management, LLC is the employer of Bradley Cooper and Jonathan Kelly. Mr. Cooper and Mr. Kelly were each granted 200 PXRE common shares (giving effect to the reverse stock split described in footnote (1) above) and have caused such common shares to be granted directly to Capital Z Management, LLC. Mr. Kelly resigned from the board as of the effective time of the merger and Mr. Cooper will remain as the Capital Z Financial Services Fund II, L.P. ("Capital Z") designee to the PXRE board of directors. Each of Capital Z Management, LLC and Capital Z disclaims beneficial ownership of the reported PXRE common shares except to the extent of its pecuniary interest therein, and the inclusion of such common shares in this report shall not be deemed an admission of beneficial ownership of such common shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Upon the consummation of the merger on August 7, 2007, the Class A Convertible Common Shares and the Series A Preferred Shares (each of which Capital Z owned greater than 10% of) of Capital Z converted into common shares of PXRE. The Class A Convertible Common Shares were convertible into common shares at any time on a one for one basis, and had no expiration date. Approximately 99.5% of these shares are held by CapZ PXRE Holdings, LLC (a subsidiary of the reporting person), with the reminder held by CapZ PXRE Holdings Private (another affiliate of the reporting person). The reporting person automatically converted upon consummation of the merger from 3,168.533 Series A Preferred Shares into 5,077,776 common shares (507,777 after reflecting the 1-for-10 reverse stock split described above) on August 7, 2007.Approximately 0.5% of these shares are held by Capital Z Financial Services Privet Fund II, L.P., an affiliate of the reporting person. (7) The reporting person was the owner of greater than 10% of the Series A Preferred Shares and (indirectly) the Class A Convertible Common Shares prior to the merger, but was not (including collectively with its affiliates) the owner of greater than 10% of the common shares prior to or immediately subsequent to the merger. /s/ Dianna Mitchell, power of attorney for Capital Z Financial Services Fund II, L.P. 2007-08-09 -----END PRIVACY-ENHANCED MESSAGE-----