FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OXBRIDGE RE HOLDINGS Ltd [ OXBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/11/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/16/2016 |
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Ordinary Shares | 01/23/2015(1) | A4(2) | 40,000 | A | $0 | 40,000 | D | ||||||||
Ordinary Shares | 12/11/2015 | J(3) | 15,235 | D(3) | $0(3) | 0 | I | See Footnote(4) | |||||||
Ordinary Shares | 12/11/2015 | J(3) | 15,231 | A(3) | $0(3) | 83,231(1) | I | See Footnote(5) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Share Options (right to buy) | $6 | 01/23/2015(1) | 4A | 120,000 | (6) | 01/23/2025 | Ordinary Shares | 120,000 | $0 | 120,000 | D | |||
Warrants | $7.5 | 12/11/2015 | J | 28,778 | (7) | 03/31/2019 | Ordinary Shares | 28,778 | (3) | 0 | I | See Footnote(4) | ||
Warrants | $7.5 | 12/11/2015 | J | 28,768 | (7) | 03/31/2019 | Ordinary Shares | 28,768 | (3) | 98,768(1) | I | See Footnote(5) | ||
Share Options (right to buy) | $6 | 01/16/2016(1) | 4A | 25,000 | (6) | 01/16/2026 | Ordinary Shares | 25,000 | $0 | 25,000 | D | |||
Warrants | $7.5 | (7) | 05/31/2018 | Ordinary Shares | 105,000 | 105,000 | I | See Footnote(5) |
Explanation of Responses: |
1. This amended Form 4 is being filed to include transactions not yet reported and to correct the total number of ordinary shares and warrants held by Universal Finance and Investments, L.C. |
2. Restricted shares granted January 23, 2015 vest in increments of 6.25% each on a quarterly basis over a four-year period, commencing on the date granted, and continuing on April 1st, July 1st, October 1st and January 1st of each calendar year through to December 31, 2018. |
3. This transaction represents a change in the form of beneficial ownership as a result of a pro rata distribution of the ordinary shares and warrants held by Moksha Capital Partners Re (M) Ltd. to its beneficial owners. |
4. Shares were held in the name of Moksha Capital Partners Re (M) Ltd. |
5. Shares indirectly held in the name of Universal Finance and Investments, L.C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the reporting person's pecuniary interest in such securities. |
6. These share options vest in increments of 6.25% each on a quarterly basis over a four-year period, commencing on the date granted, and continuing on April 1st, July 1st, October 1st and January 1st of each calendar year through to December 31, 2018. |
7. Immediately exercisable. |
/s/ Curt P. Creely, Attorney-in-Fact for Sanjay Madhu | 06/13/2016 | |
** 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. |