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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/29/2004 |
3. Issuer Name and Ticker or Trading Symbol
PRIMUS GUARANTY LTD [ PRS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Conv. Voting Pref. Shares, par value $.01 per share | 09/29/2004 | (5) | Common Shares, par value $.01 per share(1) | 115,722,881(2)(3) | (6) | I | See Footnote(2) |
Warrants to Purchase Common Shares | 09/29/2004 | 03/14/2007 | Common Shares, par value $.01 per share(1) | 11,317,972(4) | $0.6481 | I | See Foonote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Par value shall become $.08 per share upon completion of the initial public offering by Primus Guaranty, Ltd., reflecting a one for eight reverse share split to be effected immediately prior to such offering. |
2. Includes (i) 2,910,000 Series A Convertible Voting Preferred Shares, par value $.01 per share, directly owned by XL Insurance (Bermuda) Ltd, a subsidiary of XL Capital Ltd, that are convertible into 112,251,195 common shares, par value $.01 per share, and (ii) 90,000 Series A Convertible Voting Preferred Shares, par value $.01 per share, directly owned by XL Capital Principal Partners I, L.L.C, a subsidiary of XL Capital Ltd, that are convertible into 3,471,686 common shares, par value $.01 per share. |
3. Upon completion of the initial public offering of Primus Guaranty, Ltd., Series A Convertible Voting Preferred Shares will convert into common shares, par value $.08 per share. |
4. Includes warrants to purchase up to 11,317,972 common shares, par value $.01 per share, owned directly by XL Insurance (Bermuda) Ltd, a subsidiary of XL Capital Ltd. |
5. Not Applicable. |
6. Each Series A Convertible Voting Preferred Share, par value $.01 per share, is converted by dividing $25.00 by $0.6481. |
/s/ XL CAPITAL LTD | 09/29/2004 | |
** 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). | ||
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. |