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 ^*

CAPITAL Z PARTNERS LTD

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)

54 THOMPSON STREET

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

(Street)

NEW YORK, NY 10012

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 A Voting Convert. Pfd. Shares

$ 13.27

03/31/2005⁽¹⁾

C⁽¹⁾

5,840.558

⁽²⁾

04/04/2008⁽²⁾

Common Shares

4,405,238

⁽¹⁾

3,168.532 ⁽²⁾ ⁽³⁾

I ⁽²⁾ ⁽³⁾

See footnote 3

Class A Convert. Common Shares

⁽¹⁾

03/31/2005⁽¹⁾

C⁽¹⁾

4,405,238

⁽¹⁾

⁽²⁾

Common Shares

4,405,238

⁽¹⁾

4,405,238 ⁽²⁾ ⁽³⁾

I ⁽²⁾ ⁽³⁾

See footnote 3

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAPITAL Z PARTNERS LTD 54 THOMPSON STREET NEW YORK, NY 10012		X

Signatures

/s/ Craig Fisher, General Counsel of CAPITAL Z PARTNERS, LTD.		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 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, Capital Z Fund II and Capital Z Private Fund II held 5,809.612 and 30.946 Series A1 Voting Convertible Preferred Shares, respectively, which converted into 4,381,897 and 23,341 Class A 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)	Capital Z Fund II and Capital Z Private Fund held 3,151.744 and 16.788 Series A2 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 Shares (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 Preferred Shares will mandatorily convert into Common Convertible Shares on April 4, 2008, if not converted by the holder prior to that date.
(3)	Capital Z Partners Ltd. (the "Reporting Person") has indirect beneficial ownership in the securities reported on this form solely as the sole general partner of Capital Z Partners Ltd., which is the sole general partner of Capital Z Financial Services Fund II, L.P. ("Capital Z Fund II") and Capital Z Financial Services Private Fund II, L.P. ("Capital Z Private Fund II"). The Reporting Person disclaims beneficial ownership of the securities held by Capital Z Fund II and Capital Z Private Fund II, except to the extent of its pecuniary interests therein.

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