FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAX CAPITAL GROUP LTD. [ MXGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
Common Shares | 08/07/2009 | X | 1,986,134 | A | $15(1) | 8,652,801(1) | I | See Footnotes(2)(7) | ||
Common Shares | 08/07/2009 | S | 1,493,783 | D | $19.94(1) | 7,159,018(1) | I | See Footnotes(2)(7) | ||
Common Shares | 08/07/2009 | X | 220,000 | A | $15(3) | 7,379,018(3) | I | See Footnotes(2)(7) | ||
Common Shares | 08/07/2009 | S | 165,463 | D | $19.94(3) | 7,213,555(3) | I | See Footnotes(2)(7) | ||
Common Shares | 1,666,667 | I | See Footnotes(4)(7) | |||||||
Common Shares | 666,667 | I | See Footnotes(5)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Common Share Warrants (right to buy) | $15 | 08/07/2009 | X | 1,986,134 | (6) | 12/22/2009 | Common Shares | 1,986,134 | $0 | 0 | I | See Footnotes(2)(7) | |||
Common Share Warrants (right to buy) | $15 | 08/07/2009 | X | 220,000 | (6) | 03/31/2010 | Common Shares | 220,000 | $0 | 920,543 | I | See Footnotes(2)(7) |
Explanation of Responses: |
1. Reflects the exercise of warrants using a cashless exercise feature resulting in a net issuance of 492,351 common shares of the Issuer. |
2. These securities are held by Moore Holdings, LLC, a Delaware limited liability company ("Moore Holdings"). The Reporting Person is the majority equity holder of a Delaware limited liability company that is the managing member of Moore Holdings. |
3. Relects the exercise of warrants using a cashless exercise feature resulting in a net issuance of 54,537 common shares of the Issuer. |
4. These securities are held by a company organized under the laws of the Bahamas (the "Bahamian Company"). The Reporting Person serves as chief executive officer and director and indirectly controls the limited partnership which serves as discretionary investment manager to the Bahamian Company. |
5. These securities are held by a Delaware limited partnership (the "U.S. Partnership"). The Reporting Person indirectly controls the limited liability company that serves as general partner of the U.S. Partnership. |
6. The warrants were exercisable into common shares of the Issuer at any time at the option of the holder. |
7. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
/s/ James E. Kaye, Attorney-in-Fact | 08/11/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |