0001209191-19-009276.txt : 20190212
0001209191-19-009276.hdr.sgml : 20190212
20190212160659
ACCESSION NUMBER: 0001209191-19-009276
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181231
FILED AS OF DATE: 20190212
DATE AS OF CHANGE: 20190212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BYNUM FRANK K
CENTRAL INDEX KEY: 0001034435
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590804
MAIL ADDRESS:
STREET 1: C/O KELSO & CO
STREET 2: 320 PARK AVENUE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BERNEY PHILIP E
CENTRAL INDEX KEY: 0001079290
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590805
MAIL ADDRESS:
STREET 1: KELSO & COMPANY
STREET 2: 320 PARK AVE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Loverro Frank J
CENTRAL INDEX KEY: 0001300363
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590806
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Connors James J II
CENTRAL INDEX KEY: 0001323752
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590807
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Moore Church M
CENTRAL INDEX KEY: 0001421668
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590808
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OSBORNE STANLEY DE J
CENTRAL INDEX KEY: 0001403550
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590809
MAIL ADDRESS:
STREET 1: C/O KELSO AND COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Collins Christopher L
CENTRAL INDEX KEY: 0001405474
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590810
MAIL ADDRESS:
STREET 1: C/O BUCKEYE GP HOLDINGS L.P.
STREET 2: FIVE TEK PARK, 9999 HAMILTON BLVD.
CITY: BREINIGSVILLE
STATE: PA
ZIP: 18031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Alexander Anna Lynn
CENTRAL INDEX KEY: 0001574735
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590811
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Matlin Howard A.
CENTRAL INDEX KEY: 0001570938
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36052
FILM NUMBER: 19590812
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Third Point Reinsurance Ltd.
CENTRAL INDEX KEY: 0001576018
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: POINT HOUSE
STREET 2: 3 WATERLOO LANE
CITY: PEMBROKE
STATE: D0
ZIP: HM 08
BUSINESS PHONE: 1 441 542 3303
MAIL ADDRESS:
STREET 1: POINT HOUSE
STREET 2: 3 WATERLOO LANE
CITY: PEMBROKE
STATE: D0
ZIP: HM 08
5
1
doc5.xml
FORM 5 SUBMISSION
X0306
5
2018-12-31
1
0
1
0001576018
Third Point Reinsurance Ltd.
TPRE
0001034435
BYNUM FRANK K
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001079290
BERNEY PHILIP E
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001300363
Loverro Frank J
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001323752
Connors James J II
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001421668
Moore Church M
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001403550
OSBORNE STANLEY DE J
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001405474
Collins Christopher L
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001574735
Alexander Anna Lynn
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001570938
Matlin Howard A.
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Shares
2018-08-01
4
S
0
L
95819
13.688
D
6368964
I
By Partnership
Common Shares
2018-08-02
4
S
0
L
152680
13.5355
D
6368964
I
By Partnership
Common Shares
2018-08-03
4
S
0
L
224519
13.55
D
6368964
I
By Partnership
Common Shares
2018-08-06
4
S
0
L
239012
13.5328
D
6368964
I
By Partnership
Common Shares
2018-08-07
4
S
0
L
6800
13.5007
D
6368964
I
By Partnership
Common Shares
2018-08-17
4
S
0
L
1000000
13.15
D
6368964
I
By Partnership
Common Shares
2018-08-20
4
S
0
L
8922
13.50
D
6368964
I
By Partnership
Common Shares
2018-08-21
4
S
0
L
52861
13.50
D
6368964
I
By Partnership
Common Shares
2018-08-22
4
S
0
L
80739
13.5163
D
6368964
I
By Partnership
Common Shares
2018-08-23
4
S
0
L
4200
13.50
D
6368964
I
By Partnership
Common Shares
2018-08-24
4
S
0
L
122021
13.50
D
6368964
I
By Partnership
Common Shares
2018-08-27
4
S
0
L
123704
13.5016
D
6368964
I
By Partnership
Common Shares
2018-08-28
4
S
0
L
19749
13.50
D
6368964
I
By Partnership
Common Shares
2018-08-31
4
S
0
L
1500000
13.35
D
6368964
I
By Partnership
This Form 5 reports transactions which should have been reported on Form 4 during the previous fiscal year but were inadvertently not reported.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $14.3500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
Reflects 5,223,802 common shares held directly by KIA TP Holdings, L.P. ("KIA TP") and 945,846 common shares held directly by KEP TP Holdings, L.P. ("KEP TP").
Kelso GP VIII (Cayman) Ltd. ("GP VIII LTD") is the general partner of Kelso GP VIII (Cayman), L.P. ("GP VIII LP", and, together with GP VIII LTD and KIA TP, the "KIA Entities"). GP VIII LP is the general partner of KIA TP. KEP VI (Cayman) GP Ltd. ("KEP VI GP LTD", and, together with KEP TP, the "KEP Entities") is the general partner of KEP TP. The KIA Entities and the KEP Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KEP Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose.
Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP VIII LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LP and KIA TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP VIII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and KIA TP, except, in the case of KIA TP, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
KIA TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and GP VIII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
Each of the KEP Entities, due to their common control, could be deemed to beneficially own each other's securities. KEP VI GP LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KEP TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI GP LTD, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Stephen C. Dutton, Matthew S. Edgerton, John K. Kim, Henry Mannix III and Howard A. Matlin (the "Kelso Individuals") may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VIII LTD, GP VIII LP, KIA TP, KEP VI GP LTD, and KEP TP, by virtue of their status as directors of GP VIII LTD and KEP VI GP LTD, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of the Kelso Individuals is the beneficial owner of these securities for any purpose.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.7000, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6250, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.5500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 5 is one of three filed today reporting on the same securities by the following joint filers: KIA TP Holdings, L.P.; KEP TP Holdings, L.P.; Kelso GP VIII (Cayman) Ltd.; Kelso GP VIII (Cayman), L.P.; KEP VI (Cayman) GP Ltd.; Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; David I. Wahrhaftig; Frank K. Bynum, Jr.; Philip E. Berney; Frank J. Loverro; James J. Connors, II; Church M. Moore; Stanley de J. Osborne; Christopher L. Collins; A. Lynn Alexander; Stephen C. Dutton; Matthew S. Edgerton; John K. Kim; Henry Mannix III and Howard A. Matlin.
/s/ Howard A. Matlin, Attorney-in-Fact for Frank K. Bynum, Jr.
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for Philip E. Berney
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for Frank J. Loverro
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for James J. Connors, II
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for Church M. Moore
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for Stanley de J. Osborne
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for Christopher L. Collins
2019-02-12
/s/ Howard A. Matlin, Attorney-in-Fact for A. Lynn Alexander
2019-02-12
/s/ Howard A. Matlin
2019-02-12