SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
BYNUM FRANK K

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2013
3. Issuer Name and Ticker or Trading Symbol
Third Point Reinsurance Ltd. [ TPRE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 25,000,000 I(1)(3)(4)(5)(6)(7) By Partnership
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to acquire) (8) 12/22/2021 Common Shares 2,312,368 $10 I(2)(3)(4)(5)(6)(7) By Partnership
1. Name and Address of Reporting Person*
BYNUM FRANK K

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BERNEY PHILIP E

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Loverro Frank J

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Connors James J II

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Moore Church M

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OSBORNE STANLEY DE J

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Collins Christopher L

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Alexander Anna Lynn

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Matlin Howard A.

(Last) (First) (Middle)
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects 21,167,335 common shares held directly by KIA TP Holdings, L.P. ("KIA TP") and 3,832,665 common shares held directly by KEP TP Holdings, L.P. ("KEP TP").
2. Reflects warrants to purchase 1,957,867 and 354,501 common shares held directly by KIA TP and KEP TP, respectively.
3. Kelso GP VIII (Cayman) Ltd. ("GP VIII LTD") is the general partner of Kelso GP VIII (Cayman), L.P. ("GP VIII LP", and, together with GP VIII LTD and KIA TP, the "KIA Entities"). GP VIII LP is the general partner of KIA TP. KEP VI (Cayman) GP Ltd. ("KEP VI GP LTD", and, together with KEP TP, the "KEP Entities") is the general partner of KEP TP. The KIA Entities and the KEP Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KEP Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose.
4. Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP VIII LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LP and KIA TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP VIII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and KIA TP, except, in the case of KIA TP, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
5. KIA TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and GP VIII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
6. Each of the KEP Entities, due to their common control, could be deemed to beneficially own each other's securities. KEP VI GP LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KEP TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI GP LTD, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
7. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander and Howard A. Matlin (the "Kelso Individuals") may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VIII LTD, GP VIII LP, KIA TP, KEP VI GP LTD, and KEP TP, by virtue of their status as directors of GP VIII LTD and KEP VI GP LTD, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of the Kelso Individuals is the beneficial owner of these securities for any purpose.
8. 78% of the warrants are currently exercisable. The reminder of the warrants will become exercisable upon consummation of the issuer's initial public offering.
Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same securities by the following joint filers: KIA TP Holdings, L.P.; KEP TP Holdings, L.P.; Kelso GP VIII (Cayman) Ltd.; Kelso GP VIII (Cayman), L.P.; KEP VI (Cayman) GP Ltd.; Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; David I. Wahrhaftig; Frank K. Bynum, Jr.; Philip E. Berney; Frank J. Loverro; James J. Connors, II; Church M. Moore; Stanley de J. Osborne; Christopher L. Collins; A. Lynn Alexander; and Howard A. Matlin.
/s/ James J. Connors, II, Attorney-in-Fact for Frank K. Bynum, Jr. 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Philip E. Berney 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Frank J. Loverro 08/14/2013
/s/ James J. Connors, II 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Church M. Moore 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Stanley de J. Osborne 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Christopher L. Collins 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for A. Lynn Alexander 08/14/2013
/s/ James J. Connors, II, Attorney-in-Fact for Howard A. Matlin 08/14/2013
** 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 5 (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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