SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* R3 Capital Partners Master, L.P. (Last) (First) (Middle) 1271 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/31/2008	3. Issuer Name and Ticker or Trading Symbol SCOTTISH RE GROUP LTD [ SKRRF:OTC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares (par value $0.01 per share)	8,933,747	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* R3 Capital Partners Master, L.P. (Last) (First) (Middle) 1271 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* R3 Capital GenPar MGP, Ltd. (Last) (First) (Middle) 1271 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* R3 Capital Principal Investors GenPar, LLC (Last) (First) (Middle) 1271 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rieder Richard M (Last) (First) (Middle) 1271 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. R3 Capital Partners Master, L.P. ("R3 Master"), is the direct beneficial owner of 8,933,747 shares of the Issuer's Ordinary Shares, par value $0.01 per share (the "Shares").

2. R3 Capital GenPar MGP, Ltd. ("R3 MGP") is the general partner of the R3 Master. R3 Capital Principal Investors GenPar, LLC ("R3 Principal") is the sole voting shareholder of R3 MGP, and Mr. Rieder is the managing member of R3 Principal. Each of R3 MGP, R3 Principal and Mr. Rieder may be deemed to beneficially own the securities owned directly or indirectly by the R3 Master. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

(*) The Reporting Persons and the other persons referred to the footnotes to this Statement may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This Statement shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person.

	R3 Capital Partners Master, L.P., BY: R3 Capital GenPar MGP, Ltd., its General Partner, By: /s/ Paul H. Tice, Vice-President	06/09/2008
	R3 Capital GenPar MGP, Ltd., By: /s/ Paul H. Tice, Vice-President	06/09/2008
	R3 Capital Principal Investors GenPar, LLC, By: /s/ Paul H. Tice, Vice-President	06/09/2008
	/s/ Richard M. Rieder	06/09/2008
	** 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 5 (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).
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