CUSIP No. G5753U112

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Maiden Holdings, Ltd.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

G5753U112

(CUSIP Number)

 

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

Rule 13d-1(b)

 

o

Rule 13d-1(c)

 

x

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.

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).

 

CUSIP No. G5753U112

 

1.

Names of Reporting Person

 

 

I.R.S. Identification Nos. of Above Persons (entities only)

Kensico Capital Management Corporation

 

13-4079277

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

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

 

5,793,876

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

 

5,793,876

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,793,876

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

8.2%

12.

Type of Reporting Person

CO

 

 

CUSIP No. G5753U112

 

1.

Names of Reporting Person

 

I.R.S. Identification Nos. of Above Persons (entities only)

Michael Lowenstein

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place

of Organization

United States

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting
Power

-0-

6.

Shared Voting
Power

 

5,793,876

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

 

5,793,876

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,793,876

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

8.2%

12.

Type of Reporting Person

IN, HC

 

 

CUSIP No. G5753U112

 

1.

Names of Reporting Person

 

 

I.R.S. Identification Nos. of Above Persons (entities only)

Thomas J. Coleman

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place

of Organization

United States

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting
Power

-0-

6.

Shared Voting
Power

 

5,793,876

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

5,793,876

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,793,876

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

8.2%

12.

Type of Reporting Person

IN, HC

 

 

CUSIP No. G5753U112

 

Amendment No. 1 to Schedule 13G

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 (the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined.

 

The following items of the Schedule 13G are hereby amended and restated as follows:

 

Item 4.

Ownership.

 

For each Reporting Person:

 

 

(a)

Amount beneficially owned:

 

Each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 5,793,876 shares of Common Stock held for the accounts of the Funds. Of such 5,793,876 shares of Common Stock , Kensico Partners directly beneficially owns 1,419,203 shares of Common Stock, Kensico Associates directly beneficially owns 2,026,555 shares of Common Stock, Kensico Offshore directly beneficially owns 1,795,948 shares of Common Stock, and Kensico Offshore II directly beneficially owns 552,170 shares of Common Stock.

 

 

(b)

Percent of class: 8.2%

 

This calculation is based on 70,787,664 shares of Common Stock issued and outstanding as of November 13, 2009, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2009.

 

 

(c)

Number of shares to which each Reporting Person has:

 

 

(i)

Sole power to vote or direct the vote: -0-

 

 

(ii)

Shared power to vote or direct the vote: 5,793,876

 

 

(iii)

Sole power to dispose or to direct the disposition of: -0-

 

 

(iv)

Shared power to dispose of or direct the disposition of: 5,793,876

CUSIP No. G5753U112

 

 

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.

 

Dated: February 16, 2010

 

 

KENSICO CAPITAL MANAGEMENT CORP.

 

 

 

 

 

 

 

 

 

 

BY:

/s/ MICHAEL LOWENSTEIN

 

 

Signature

 

 

 

 

 

 

 

 

 

 

 

Michael Lowenstein, Authorized Signatory

 

 

Name/Title

 

/s/ MICHAEL LOWENSTEIN

 

Signature

 

/s/ THOMAS J. COLEMAN

 

Signature