Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 5:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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DAVIS CHARLES A |
2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS LTD
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AXS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AXIS CAPITAL HOLDINGS LIMITED, 92 PITTS BAY RD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2020 |
(Street)
PEMBROKE, D0 HM 08
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 3/13/2020 | | P(1) | | 74831 | A | $41.0745 (2) | 74831 | I | See footnote (1) |
Common Shares | 3/13/2020 | | P(1) | | 114169 | A | $42.2398 (3) | 189000 | I | See footnote (1) |
Common Shares | 3/16/2020 | | P(1) | | 230084 | A | $38.7721 (4) | 419084 | I | See footnote (1) |
Common Shares | 3/16/2020 | | P(1) | | 81942 | A | $39.0085 (5) | 501026 | I | See footnote (1) |
Common Shares | | | | | | | | 42120 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | These shares of AXIS Capital Holdings Limited ("AXS") Common Stock were purchased by T-VIII PubOpps LP ("T8"). The GP of T8 is T-VIII PubOpps GP LLC ("T8 GP"). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis, a director of AXS, is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of shares of AXS Common Stock that are held by T8 except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares of AXS Common Stock. |
(2) | The reported price is a weighted average price. These shares of AXS Common Stock were purchased in multiple transactions at prices ranging from $41.06 to $42.05 per share. Mr. Davis undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of AXS Common Stock purchased at each separate price within the range set forth in this footnote. |
(3) | The reported price is a weighted average price. These shares of AXS Common Stock were purchased in multiple transactions at prices ranging from $42.055 to $42.52 per share. Mr. Davis undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of AXS Common Stock purchased at each separate price within the range set forth in this footnote. |
(4) | The reported price is a weighted average price. These shares of AXS Common Stock were purchased in multiple transactions at prices ranging from $37.99 to $38.98 per share. Mr. Davis undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of AXS Common Stock purchased at each separate price within the range set forth in this footnote. |
(5) | The reported price is a weighted average price. These shares of AXS Common Stock were purchased in multiple transactions at prices ranging from $38.985 to $39.21 per share. Mr. Davis undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of AXS Common Stock purchased at each separate price within the range set forth in this footnote. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DAVIS CHARLES A C/O AXIS CAPITAL HOLDINGS LIMITED 92 PITTS BAY RD. PEMBROKE, D0 HM 08 | X |
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Signatures
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G. Christina Gray-Trefry, Attorney-in-Fact | | 3/17/2020 |
**Signature of Reporting Person | Date |
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