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AXIS CAPITAL HOLDINGS LTD 4

Accession 0001209191-05-029789

$AXSCIK 0001214816operating
View on SEC.govCompany Profile

Filed

Jun 1, 8:00 PM ET

Accepted

Jun 2, 8:27 PM ET

Size

27.2 KB

Accession

0001209191-05-029789

Insider Transaction Report

Form 4
Period: 2005-05-31
AXIS CAPITAL HOLDINGS LTDAXS
MARSH & MCLENNAN COMPANIES, INC.
Other
Transactions
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
Holdings

  • Common Shares

    (indirect: See Note)
    3,704,827

  • Common Shares

    (indirect: See Note)
    11,792

  • Common Shares

    (indirect: See Note)
    69,716
MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP
Other
Transactions
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
Holdings

  • Common Shares

    (indirect: See Note)
    69,716

  • Common Shares

    (indirect: See Note)
    3,704,827

  • Common Shares

    (indirect: See Note)
    11,792
MARSH & MCLENNAN GP I INC
Other
Transactions
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
Holdings

  • Common Shares

    (indirect: See Note)
    11,792

  • Common Shares

    (indirect: See Note)
    69,716

  • Common Shares

    (indirect: See Note)
    3,704,827
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP
Other
Transactions
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
Holdings

  • Common Shares

    (indirect: See Note)
    69,716

  • Common Shares

    (indirect: See Note)
    11,792

  • Common Shares

    (indirect: See Note)
    3,704,827
MARSH & MCLENNAN RISK CAPITAL HOLDINGS LTD
Other
Transactions
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
Holdings

  • Common Shares

    (indirect: See Note)
    69,716

  • Common Shares

    (indirect: See Note)
    11,792

  • Common Shares

    (indirect: See Note)
    3,704,827
MMC CAPITAL INC
Other
Transactions
  • Other

    Common Shares

    2005-05-31−219,858→ 4,197 total(indirect: See Notes)
  • Other

    Common Shares

    2005-05-31−4,202,279→ 0 total(indirect: See Notes)
  • Other

    Warrants

    2005-05-31−5,187,154→ 0 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (5,187,154 underlying)
  • Other

    Warrants

    2005-05-31−271,133→ 5,194 total(indirect: See Notes)
    Exercise: $12.50Exp: 2011-11-20→ Common Shares (271,133 underlying)
Holdings

  • Common Shares

    (indirect: See Note)
    3,704,827

  • Common Shares

    (indirect: See Note)
    69,716

  • Common Shares

    (indirect: See Note)
    11,792
Footnotes (10)
  • [F1]On May 31, 2005, Marsh & McLennan Companies, Inc. ("MMC") closed the sale of its private equity business (the "Transaction") to Stone Point Capital LLC. As a result of the Transaction, MMC no longer participates in the management of Trident II, L.P. ("Trident II"), including any investment decisions relating to the Common Shares and Warrants of AXIS Capital Holdings Limited ("AXIS") held by Trident II. In particular, in connection with the Transaction, (i) MMC Capital, Inc. ("MMC Capital"), a subsidiary of MMC, ceased to be the investment manager of Trident II and Marsh & McLennan Capital Professionals Fund, L.P. ("CPF"),
  • [F10]n/a
  • [F2](ii) Marsh & McLennan GP I, Inc. ("MMCGP"), a subsidiary of MMC, ceased to be a general partner of Trident Capital II, L.P. ("Trident GP"), which is the sole general partner of Trident II, and (iii) Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), a subsidiary of MMC, terminated its agreement with Trident II to discuss the timing of the sale of Common Shares of AXIS (including Warrants and Common Shares issuable upon exercise thereof) and to coordinate if both parties decide to sell. Accordingly, this Form 4 is being filed to report these changes but please note, however, that there have not been any changes in the number of Common Shares or Warrants of AXIS beneficially owned by MMC or Trident II. In addition, since completing the Transaction, neither MMC nor any of its subsidiaries may be deemed to be a "ten percent holder" of Common Shares of AXIS.
  • [F3]Trident II beneficially owns 13,706,675 Common Shares of AXIS and Warrants to purchase 16,918,312 Common Shares. MMC, by virtue of holding interests in Trident II (including through MMRCH and MMGP), may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares and Warrants beneficially owned by Trident II (i.e., 4,202,279 Common Shares and Warrants to Purchase 5,187,154 Common Shares). Although MMC's pecuniary interest in the Common Shares and Warrants of AXIS held by Trident II has not changed as result of the Transaction, none of the Common Shares or Warrants of AXIS held by Trident II should be included in determining whether MMC or any its subsidiaries is a "ten percent holder" of Common Shares of AXIS.
  • [F4]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 four single member limited liability companies that are owned by individuals who, prior to May 31, 2005, were employees of MMC Capital. These individuals are no longer employees of MMC Capital.
  • [F5]Marsh & McLennan Employees' Securities Company, L.P. ("ESC") beneficially owns 385,858 Common Shares and Warrants to purchase 476,528 Common Shares. CPF beneficially owns 383,736 Common Shares and Warrants to Purchase 473,264 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 and Warrants beneficially owned by ESC (4,197 Common Shares and Warrants to purchase 5,194 Common Shares) and approximately 57.29% of the Common Shares and Warrants beneficially owned by CPF (219,858 Common Shares and Warrants to purchase 271,133 Common Shares). Although MMC's pecuniary interest in the Common Shares and Warrants of AXIS held by ESC and CPF has not changed as result of the Transaction, none of the Common Shares or Warrants of AXIS held by CPF should be included in determining whether MMC or any of its subsidiaries is a "ten percent holder" of Common Shares of AXIS.
  • [F6]Common Shares owned of record by MMRCH, a subsidiary of MMC.
  • [F7]Common Shares owned of record by MMC Capital, a subsidiary of MMC.
  • [F8]Common Shares owned of record by Putnam Investments Holdings, LLC, a subsidiary of MMC.
  • [F9]Currently Exercisable

Documents

1 file

Issuer

AXIS CAPITAL HOLDINGS LTD

CIK 0001214816

→
Entity typeoperating

Related Parties

1
  • filerCIK 0001214816

Filing Metadata

Form type
4
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 8:27 PM ET
Size
27.2 KB
View on SEC.gov