|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Capital Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
30,069,049
(see Item 4)
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
30,069,049
(see Item 4)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,069,049
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
46.8%
(see Item 4)
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Insurance (Bermuda) Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Bermuda
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
30,069,049
(see Item 4)
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
30,069,049
(see Item 4)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,069,049
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions) o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
46.8%
(see Item 4)
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
Item
1(a).
|
Name
of Issuer:
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
Item
2(b).
|
Address
of Principal Business Office:
|
|
|
The
Address of the Principal Business Office of each Reporting Person
is:
|
|
Item
2(c).
|
Citizenship:
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Item
2(e).
|
CUSIP
Number:
|
|
Item
3.
|
Not
applicable.
|
|
Item
4.
|
Ownership:
|
|
(i)
XL Capital Ltd
|
30,069,049*
|
|
|
(ii)
XL Insurance (Bermuda) Ltd
|
30,069,049
|
|
|
*
|
As
of August 4, 2006, the date of the completion of the Issuer’s initial
public offering and concurrent secondary offering by the Reporting
Persons, the Reporting Persons owned 40,696,471 of the Issuer’s Common
Shares which represented approximately a 63 percent economic interest in
the Issuer, adjusted for restricted share awards to the Issuer’s employees
and management made at the effective date of the initial public
offering. In June 2007, the Reporting Persons sold an
additional 10,627,422 Common Shares of the Issuer from their holdings
(including 947,400 Common Shares pursuant to the exercise of an
over-allotment option granted to underwriters). As of the date
hereof, the amount beneficially owned by XL Capital Ltd consists of the
30,069,049 Common Shares owned by XL Insurance (Bermuda)
Ltd.
|
|
(i)
XL Capital Ltd
|
46.8%*
|
|
|
(ii)
XL Insurance (Bermuda) Ltd
|
46.8%*
|
|
|
*
|
These
figures are calculated based on 64,182,756 Common Shares issued
and outstanding as of November 13, 2007 (not including 1,119,057
restricted common shares issued to management as of September 30, 2007),
as reported in the Issuer’s Form 10-Q for the quarter ended September 30,
2007.
|
|
|
XL
Capital Ltd
|
|
|
Number
of shares as to which such person
has:
|
|
(i) sole
power to vote or to direct the vote:
|
0
|
|
|
(ii) shared
power to vote or to direct the vote:
|
30,069,049
**
|
|
|
(iii) sole
power to dispose or to direct the disposition
of:
|
0
|
|
|
(iv) shared
power to dispose or to direct the disposition
of:
|
30,069,049
|
|
|
XL
Insurance (Bermuda) Ltd
|
|
|
Number
of shares as to which such person
has:
|
|
(i) sole
power to vote or to direct the vote:
|
0
|
|
|
(ii) shared
power to vote or to direct the vote:
|
30,069,049
|
|
|
(iii) sole
power to dispose or to direct the disposition
of:
|
0
|
|
|
(iv) shared
power to dispose or to direct the disposition of:
|
30,069,049
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
|
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
Item
10.
|
Certifications:
|
|
XL
CAPITAL LTD
|
|
By: /s/
Kirstin Romann Gould
|
|
Name: Kirstin
Romann Gould
Title: Secretary
|
|
XL
INSURANCE (BERMUDA) LTD
|
|
By: /s/ Kirstin Romann
Gould
|
|
Name: Kirstin
Romann Gould
Title: Secretary
|