UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

(1)                                 Calculated based on the 83,007,351 aggregate number of common shares stated to be outstanding on February 20, 2018 by the Issuer in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2018.

 

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Item 1. Security and Issuer

 

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Maiden Holdings, Ltd., a Bermuda registered and domiciled holding company (the “Issuer”).

 

The address of the principal executive offices of the Issuer is 94 Pitts Bay Road, Pembroke HM 08, Bermuda.

 

Item 2. Identity and Background

 

This Schedule 13D is being filed by Catalina Holdings (Bermuda) Ltd (“Catalina”), a Bermuda registered and domiciled holding company.

 

The place of organization of Catalina is Bermuda.  The principal business of Catalina is to acquire insurance and reinsurance companies/portfolios either in run-off or going into run-off.  Catalina was not formed for the specific purpose of investing in the securities of the Issuer.  The principal office of Catalina is located at Cumberland House, 1 Victoria Street, 7th Floor, Hamilton HM11, Bermuda.  The registered office of Catalina is located at Andrew’s Place, Fifth Floor, 51 Church Street, Hamilton HM12, Bermuda.

 

The name, present principal occupation or employment and business address and citizenship of each director and executive officer of Catalina are as set forth below.

 

 

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(2)                                 Mr. Lyon also serves as an alternate director of Catalina.

 

(3)                                 Ms. Lehmann also serves as an alternate director of Catalina.

 

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During the last five years, neither Catalina nor, to the knowledge of Catalina, any of the persons set forth in the table above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was party to a judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining any of them from future violations of, or prohibiting or mandating activities subject to U.S. federal or state securities laws or a finding of any violation with respect to such laws.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

The shares of Common Stock were purchased by Catalina in the open market at an aggregate purchase price (excluding brokerage commissions) of $27,290,930.14.  The source of the funds used by Catalina to purchase the Common Stock was working capital of Catalina.

 

Item 4. Purpose of Transaction

 

Catalina acquired the Common Stock to which this Schedule 13D relates for investment purposes.

 

Depending upon overall market conditions, other investment opportunities available to Catalina, and the availability of Common Stock at prices that would make the purchase or sale of Common Stock desirable, Catalina may acquire or dispose of Common Stock, including through public and private transactions.

 

Catalina intends to review its investment in the Issuer on a continuing basis.  Depending on various factors, Catalina may, from time to time and at any time in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, any of the actions that are described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Catalina reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to its investment in the Issuer, including reconsidering or changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a)  Catalina beneficially owns in aggregate 4,161,900 shares of Common Stock, which represent 5.01% of the outstanding Common Stock based on 83,007,351 shares outstanding as of February 20, 2018, as reported in the Issuer’s Form 10-K filed with the SEC on March 1, 2018.

 

(b)  Catalina has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 4,161,900 shares of Common Stock.

 

(c)  The following table lists all the transactions in Common Stock effected during the past sixty days by Catalina.  All such transactions were effected on the open market.

 

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Shares of Common Stock Purchased		Price per Share ($)		Date of Purchase
116,000		6.869		02/05/2018
74,000		6.867		02/06/2018
36,000		6.868		02/07/2018
85,000		6.868		02/08/2018
75,000		6.862		02/09/2018
27,000		6.856		02/12/2018
152,500		6.092		03/01/2018
500,000		5.986		03/01/2018
175,000		6.054		03/02/2018
50,000		6.164		03/05/2018
70,000		6.215		03/06/2018
50,000		6.320		03/08/2018
65,000		6.289		03/09/2018
100,000		6.483		03/13/2018
100,000		6.518		03/14/2018
148,600		6.402		03/15/2018
75,000		6.563		03/16/2018
100,000		6.787		03/19/2018
285,000		6.806		03/20/2018
350,000		6.848		03/21/2018

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Other than as described in Item 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Catalina and any other person with respect to securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits

 

None.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 2, 2018

 

	CATALINA HOLDINGS (BERMUDA) LTD.
	By:	/s/ Brenda Lehmann
		Name:	Brenda Lehmann
		Title:	Deputy Group General Counsel and Vice President

 

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