Edgar Filing: PXRE GROUP LTD

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RESERVOIR CAPITAL GROUP LLC

2. Issuer Name and Ticker or Trading Symbol
PXRE GROUP LTD [PXT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

650 MADISON AVE, 26TH FL.

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Voting Convert. Pfd. Shares

$ 13.27

03/31/2005⁽¹⁾

C⁽¹⁾

2,095.91

⁽²⁾

04/04/2008⁽²⁾

Common Shares

1,580,839

⁽¹⁾

1,588.492 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Class B Convert. Common Shares

⁽¹⁾

03/31/2005⁽¹⁾

C⁽¹⁾

1,580,839

⁽¹⁾

⁽²⁾

Common Shares

1,580,839

⁽¹⁾

1,580,839 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RESERVOIR CAPITAL GROUP LLC 650 MADISON AVE 26TH FL. NEW YORK, NY 10022		X

Signatures

/s/ Craig Huff, President		04/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 31, 2005, PXRE Group Ltd. (the "Company") effected the conversion of all Series A1 Voting Convertible Preferred Shares, Series B1 Voting Convertible Preferred Shares, and Series C1 Voting Convertible Preferred Shares (the "Convertible Preferred Shares") into Class A, Class B and Class C Convertible Common Shares (the "Convertible Common Shares"), respectively. The conversion was mandatory under the Description of Stock relating to the Convertible Preferred Shares and the Common Convertible Shares. Immediately prior to the conversion, Reservior Partners and Reservior Master Fund held 1,794.098 and 301.812 Series B1 Voting Convertible Preferred Shares, respectively, which converted into 1,353,197 and 227,642 Class B Convertible Common Shares, respectively. The Convertible Common Shares are convertible at a one-to one ratio into the Company's Common Shares, if transferred to unaffiliated third parties, and may be converted at any time by the holder.
(2)	Reservoir Partners and Reservior Master Fund held 1,359.749 and 228.743 Series B2 Voting Convertible Preferred Shares, respectively, as of the date of the reported transaction. All Series A2 Voting Convertible Preferred Shares, Series B2 Voting Convertible Preferred Shares and Series C2 Voting Convertible Preferred (the "Series 2 Preferred Shares") are subject to prior conversion if transferred to unaffiliated third parties and may be converted at any time by the holder. According to their terms, all Series 2 Prefered Shares will mandatorily convert into Common Convertible Shares on April 4, 2008, if not converted by the holder prior to that date.
(3)	Each of the Reporting Persons disclaims the existence of any group for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purpose.
(4)	Each of the Reporting Persons disclaims any beneficial ownership of securities for purposes of Section 16 of the Exchange Act or for any other purpose, except to the extent of its pecuniary interest therein.
(5)	Reservoir Capital Group, L.L.C. ("Reservoir Group"), an investment management firm, serves as the general partner in Reservior Capital Partners, L.P. ("Reservior Partners") and Reservoir Capital Master Fund, L.P. ("Reservoir Master Fund"), which are each private investment partnerships. Reservoir Capital Management, L.L.C. together with Reservoir Group, Reservoir Partners and Reservoir Master Fund, are herein referred to as the "Reporting Persons".

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