Filing Details

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D is being filed jointly by T-VIII PubOpps LP (“T8”), T-VIII PubOpps GP LLC (“T8 GP”), Trident VIII, L.P. (“Trident VIII”), Trident Capital VIII, L.P. (“Trident VIII GP”) (collectively, the “Stone Point Partnerships”) and Stone Point Capital LLC (“Stone Point” and, together with the Stone Point Partnerships, the “Reporting Persons”) with respect to the common shares, par value $0.0125 per share (“Common Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Issuer” or the “Company”), having its principal executive offices at 92 Pitts Bay Road, Pembroke, Bermuda HM 08.

This Amendment No. 1 hereby amends the statement of beneficial ownership on Schedule 13D (the “Initial Schedule 13D”) filed on August 20, 2020 (together with this Amendment No. 1, this “Schedule 13D/A”). Except as specifically amended by this Amendment No. 1, the Initial Schedule 13D remains unchanged. Capitalized terms used but not defined herein shall have the respective meanings defined in the Initial Schedule 13D.

Item 5. Interest in Securities of the Issuer

Items 5(a) through (c) are hereby amended and restated in their entirety to read as follows:

(a), (b) The following disclosure assumes that there are 84,306,657 Common Shares outstanding as of July 24, 2020.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of the following Reporting Persons may be deemed to beneficially own an aggregate of 6,777,806 Common Shares held by or held for T8, representing approximately 8.0% of the Common Shares outstanding:

As further described above in Item 2, pursuant to certain management agreements, Stone Point has been delegated authority by Trident VIII GP (as the sole general partner of Trident VIII) to exercise shared voting rights with respect to the aggregate of 6,777,806 Common Shares on behalf of Trident VIII, but Stone Point does not have any power with respect to disposition of Common Shares held by or held for Trident VIII. Mr. Davis directly holds 42,120 Common Shares, and the Reporting Persons disclaim beneficial ownership over such shares.

Each of the single member limited liability companies (and the related individuals) that is a general partner of Trident VIII GP has disclaimed beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by Trident VIII and Trident VIII GP (the “Partnerships”). The individual members of Stone Point and shareholders of T8 GP each has also disclaimed beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by the Partnerships. This report shall not be construed as an admission that such persons are the beneficial owners of Common Shares for any purpose.

(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Schedule I of the Initial Schedule 13D in respect of such Reporting Person, has effected any transactions in Common Shares since the Initial Schedule 13D, other than as described below.  The following table sets forth the foregoing purchases totaling 1,075,142 Common Shares by T8, all on the open market:

Date of Transaction	Quantity of Common Shares(1)	Price per Share(2)	Range of Prices Per Share(1)
08/20/2020	300,000	$45.58	$45.24 to $45.71
08/21/2020	250,000	$45.00	$44.77 to $45.25
08/24/2020	61,415	$45.71	$45.49 to $45.75
08/25/2020	388,170	$45.64	$45.13 to $45.75
08/26/2020	75,557	$45.34	$44.75 to $45.50