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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CAPITAL Z PARTNERS LP 54 THOMPSON STREET NEW YORK,, NY 10012 |
X |
/s/ Craig Fisher | 10/11/2005 | |
**Signature of Reporting Person | Date |
* | 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) | Series D Perpetual Non-Voting Preferred Shares, par value $1.00 per share ("Series D Preferred Shares"), of PXRE Group, Ltd. (the "Company"). |
(2) | Each Series D Preferred Share is exchangeable, without any further payment, for common shares of the Company ("Common Shares") at an exchange ratio equal to a fraction, of which the numerator is 1,000 and the denominator is 11, subject to adjustments for stock splits and stock dividends. The exchange of the Series D Preferred Shares for Commons Shares is conditioned on approval by the Company's shareholders and accordingly there is no fixed date for such exchange. |
(3) | Includes 18,894 Series D Preferred Shares held by CapZ PXRE Holdings, LLC and 106 Series D Preferred Shares held by CapZ PXRE Holdings Private, LLC. Reporting Person has indirect control of CapZ PXRE Holdings LLC and CapZ PXRE Holdings Private, LLC. Each Reporting Person disclaims beneficial ownership of the reported Common Shares except to the extent of its pecuniary interest therein, and the inclusion of such Common Shares in this report shall not be deemed an admission of beneficial ownership of such reported Common Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |