| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS LTD [ AXS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 04/27/2004 | S(1) | 8,151(2) | D | $27(1) | 224,055 | I | See Footnote(3) | ||
| Common Shares | 04/27/2004 | S(1) | 152,866(4) | D | $27(1) | 4,202,279(5) | I | See Footnote(6)(7) | ||
| Common Shares | 04/27/2004 | S(1) | 2,536 | D | $27(1) | 69,716 | I | See Footnote(10) | ||
| Common Shares | 7,404,827 | I | See Footnotes(6)(8) | |||||||
| Common Shares | 11,792 | I | See Footnote(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Common Shares ("Common Shares") sold as part of exercise of underwriter's overalllotment option of up to 3,000,000 Common Shares at a price of $27.91 per Common Share, less $0.91 for underwriting discounts and commissions. |
| 2. Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") disposed of 13,959 Common Shares and Marsh & McLennan Employees' Securities Company, L.P. ("ESC") disposed of 14,036 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, Marsh & McLennan Companies, Inc. ("MMC") may be deemed to have a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC and approximately 57.29% of the Common Shares beneficially owned by CPF. As a result of the foregoing dispositions, MMC may be deemed to have had a pecuniary interest in 8,151 of the Common Shares sold by CPF and ESC. MMC and its subsidiaries each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. |
| 3. As a result of these dispositions, ESC beneficially owns 385,858 Common Shares and CPF beneficially owns 383,736 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC may be deemed to have a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC (4,197 Common Shares) and approximtely 57.29% of the Common Shares beneficially owned by CPF (219,858 Common Shares). |
| 4. Trident II, L.P. ("Trident") disposed of 498,608 Common Shares. MMC, by virtue of holding interests, including through Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), an indirect wholly-owned subsidiary of MMC, and Marsh & McLennan GP I, Inc. ("MMGPI") in Trident, may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares beneficially owned by Trident. As a result of the foregoing dispositions, MMC may be deemed to have had a pecuniary interest in 152,866 of the Common Shares sold by Trident. MMC and its subsidiaries each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. |
| 5. As a result of the dispositions, Trident beneficially owns 13,706,675 Common Shares. MMC, by virtue of holding interests (including through MMRCH and MMGPI) in Trident, may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares beneficially owned by Trident (i.e., 4,202,279 Common Shares). MMC and its subsidiaries each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. |
| 6. MMRCH has agreed that it will coordinate the timing of the sale of Common Shares held by it with the sale of Common Shares held by Trident. As a result of such agreement, MMC and MMRCH may be deemed to beneficially own Common Shares that are held by Trident. See Footnotes 4, 5 and 7. MMC and MMRCH disclaim any beneficial ownership of any Common Shares held by Trident. |
| 7. Trident has made a separate filing on its behalf and on behalf of Trident Capital II, L.P. ("Trident GP"). The general partners of Trident GP are MMGPI and two single member limited liability companies that are owned by individuals who are senior executive officers of MMC. In the Trident filings, the two single member limited liability companies that act as general partners of Trident GP each disclaimed beneficial ownership of Common Shares that are, or may be deemed to be beneficially owned by Trident. MMC, MMRCH and MMGPI each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. |
| 8. Common Shares owned of record by MMRCH. |
| 9. Common Shares owned of record by MMC Capital, Inc. |
| 10. Common Shares owned of record by Putnam Investments Holdings, LLC, an indirect subsidiary of MMC. |
| Remarks: |
| Marsh & McLennan Companies, Inc. is making this joint filing on Form 4 on its own behalf and on behalf of Marsh & McLennan Risk Capital Holdings, Ltd., Marsh & McLennan GP I, Inc., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees' Securities Company, L.P. and MMC Capital Inc. |
| Marsh & McLennan Companies, Inc. By: /s/ Leon Lichter, Vice President and Counsel | 04/28/2004 | |
| Marsh & McLennan Capital Professionals Fund, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary | 04/28/2004 | |
| Marsh & McLeannan Employees' Securities Company, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary | 04/28/2004 | |
| Marsh & McLennan GP I, Inc. By: /s/ David Wermuth, Assistant Secretary | 04/28/2004 | |
| Marsh & McLennan Risk Capital Holdings, Ltd. By: /s/ David Wermuth, Secretary | 04/28/2004 | |
| MMC Capital, Inc. By:/s/ David Wermuth, Principal and Legal Director | 04/28/2004 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||