0000905148-19-000636.txt : 20190613 0000905148-19-000636.hdr.sgml : 20190613 20190613163420 ACCESSION NUMBER: 0000905148-19-000636 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190613 DATE AS OF CHANGE: 20190613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL RE, LTD. CENTRAL INDEX KEY: 0001385613 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82906 FILM NUMBER: 19896467 BUSINESS ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 345 943 4573 MAIL ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 FORMER COMPANY: FORMER CONFORMED NAME: Greenlight Capital Re, Ltd. DATE OF NAME CHANGE: 20070109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sirius International Insurance Group, Ltd. CENTRAL INDEX KEY: 0001744894 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980529995 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 14 WESLEY STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 1-441-278-3140 MAIL ADDRESS: STREET 1: 14 WESLEY STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM11 SC 13G 1 efc19-428_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
GREENLIGHT CAPITAL RE, LTD.
 (Name of Issuer)
 
Class A Ordinary Shares, par value $0.10 per share
 (Title of Class of Securities)
 
G4095J109
 (CUSIP Number)
 
May 9, 2018**
 (Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[    ] Rule 13d-1(b)
 
[ X ] Rule 13d-1(c)
 
[    ] Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
** This Schedule 13G is being filed to report that, based solely on the Issuer’s Class A Ordinary Shares outstanding, the Reporting Persons’ beneficial ownership exceeded 5% as of May 9, 2018.  The Reporting Persons previously inadvertently aggregated the Issuer’s Class A Ordinary Shares and Class B Ordinary Shares in determining their beneficial ownership percentage and, based on such figure, their beneficial ownership did not exceed 5%.  Upon realization that their beneficial ownership exceeded 5% of the Class A Ordinary Shares outstanding, the Reporting Persons sold shares and, as of the date of filing this Schedule 13G, Reporting Persons’ beneficial ownership no longer exceeds 5% of the Class A Ordinary Shares outstanding.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
 

Continued on following pages
Page 1 of 9 Pages
Exhibit Index:  Page 8

SCHEDULE 13G
CUSIP No. G4095J109
 
 Page 2 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
 
 SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,640,583
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,640,583
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,640,583
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.2%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 HC
 
 
 
 


SCHEDULE 13G
CUSIP No. G4095J109
 
 Page 3 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
 
 SIRIUS INVESTMENT ADVISORS LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,640,583
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,640,583
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,640,583
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.2%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA
 
 
 
 


SCHEDULE 13G
CUSIP No. G4095J109
 
 Page 4 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
 
 SIRIUS BERMUDA INSURANCE COMPANY LTD.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,640,583
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,640,583
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,640,583
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.2%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IC
 
 
 
 


 
 Page 5 of 9 Pages
 
Item 1(a).               Name of Issuer:
Greenlight Capital Re, Ltd. (the “Issuer”)
 
Item 1(b).               Address of Issuer’s Principal Executive Offices:
 
65 Market Street, Suite 1207, Jasmine Court, Camana Bay, P.O. Box 31110, Grand Cayman, E9 KY1-1205.
 
Item 2(a).               Name of Person Filing
 
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”)

i)      Sirius International Insurance Group, Ltd. (“SIIG”);
ii)     Sirius Investment Advisors LLC (“SIA”); and
iii)    Sirius Bermuda Insurance Company Ltd. (“SBIC”).

This Statement relates to Shares (as defined herein) directly held by SBIC, a Bermuda-based reinsurance company.  SIA serves as discretionary advisor to SBIC.  Each of SIA and SBIC is a wholly-owned indirect subsidiary of SIIG.  In such capacities, each of SBIC, SIA, and SIIG may be deemed to be the beneficial owners of the Shares reported herein.

Item 2(b).               Address of Principal Business Office or, if None, Residence:

The principal business address of SIIG and SBIC is 14 Wesley Street, 5th Floor, Hamilton HM 11, Bermuda. The principal business address of SIA is 140 Broadway, 32nd Floor, New York, NY 10005.

Item 2(c).               Citizenship:

Each of SIIG and SBIC is a Bermuda exempted company.  SIA is a Delaware limited liability company.

Item 2(d).               Title of Class of Securities:
Class A Ordinary Shares, par value $0.10 per share (the “Shares”)
Item 2(e).               CUSIP Number:
G4095J109
 
Item 3.                    If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
                                Check Whether the Person Filing is a:

This Item 3 is not applicable.



 

Page 6 of 9 Pages
 

Item 4.                    Ownership:
Item 4(a)                Amount Beneficially Owned:

As of May 9, 2018, each of the Reporting Persons may be deemed the beneficial owner of 1,640,583 Shares directly held by SBIC.

Item 4(b)                Percent of Class:

As of May 9, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.2% of Shares outstanding (based on 31,283,898 Shares outstanding as of April 27, 2018, according to the Issuer’s quarterly report on Form 10-Q filed on April 30, 2018).

Item 4(c)                Number of Shares as to which such person has:
SIIG, SIA, and SBIC:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,640,583
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,640,583
Item 5.                    Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.                    Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.                    Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.                    Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.                 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 7 of 9 Pages
 
SIGNATURE
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.
 

 
SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
  
     
 
By:
/s/ Gene Boxer
  
    Gene Boxer, EVP, Chief Strategy Officer and Group
  
   
General Counsel
  
       

 
SIRIUS INVESTMENT ADVISORS, LLC
  
     
 
By:
/s/ Matthew T. Kirk
  
    Matthew T. Kirk, President
  
   
 
       

 
SIRIUS BERMUDA INSURANCE COMPANY LTD.
  
     
 
By:
/s/ Warren J. Trace
  
    Warren J. Trace, President and Chief Executive Officer
  
   
 
       
 
June 13, 2019
 

Page 8 of 9 Pages
 
EXHIBIT INDEX
 
Ex.

Page No.
 
A
Joint Filing Agreement
 9
 
 
 
 
 
 
 

 

Page 9 of 9 Pages
 
EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of Greenlight Capital Re, Ltd. dated as of June 13, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.



 
SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
  
     
 
By:
/s/ Gene Boxer
  
    Gene Boxer, EVP, Chief Strategy Officer and Group
  
   
General Counsel
  
       

 
SIRIUS INVESTMENT ADVISORS, LLC
  
     
 
By:
/s/ Matthew T. Kirk
  
    Matthew T. Kirk, President
  
   
 
       

 
SIRIUS BERMUDA INSURANCE COMPANY LTD.
  
     
 
By:
/s/ Warren J. Trace
  
    Warren J. Trace, President and Chief Executive Officer
  
   
 
       
 
June 13, 2019