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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | $ 0 (1) | 12/08/2008 | J(2) | 381,700 | (3) | (4) | Common Shares | 381,700 (5) | $ 0 (1) | 0 | I | By Trust (6) | |||
| Performance Share Units | $ 0 (1) | 12/08/2008 | A | 159,796 | 01/01/2011(7) | 04/01/2011(8) | Common Shares | 159,796 (5) | $ 0 (1) | 159,796 | I | By Trust (6) | |||
| Performance Share Units | $ 0 (1) | 12/08/2008 | A | 159,796 | 01/01/2012(7) | 04/01/2012(8) | Common Shares | 159,796 (5) | $ 0 (1) | 319,592 | I | By Trust (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWAYNE GUY FLAGSTONE REINSURANCE HOLDINGS LIMITED CRAWFORD HOUSE, 23 CHURCH STREET HAMILTON, D0 HM 11 |
CEO - FLAGSTONE RE SUISSE SA | |||
| /s/ Jean-Paul Dyer by power of attorney | 12/10/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Vesting of Performance Share Units ("PSUs") is contingent upon the reporting person's continued employment with Flagstone Reinsurance Holdings Limited (the "Company") and the Company meeting certain fully diluted return-on-equity ("FDROE") goals. Upon vesting, the PSU holder is entitled to receive a number of common shares of the Company (or the cash equivalent, at the election of the Company) equal to the product of the number of PSUs granted multiplied by a factor based on the Company's FDROE during the vesting period. The factor with respect to the PSUs to be cancelled (see note (2) below) ranged between zero and two, depending on the FDROE achieved during the vesting period. The factor with respect to the current PSUs granted (see note (5) below) will range between 0.5 and 1.5, depending on the FDROE achieved during the vesting period. |
| (2) | The Compensation Committee of the Board of Directors of the Company reviews its assumptions in relation to the PSUs on a quarterly basis. At a meeting of the Compensation Committee of the Board of Directors on November 13, 2008, the members of the Compensation Committee voted to cancel the PSUs previously granted to Mr. Swayne in light of the Company's current FDROE estimates, subject to receiving Mr. Swayne's consent. On December 8, 2008, Mr. Swayne consented to this cancellation and the PSUs previously granted were cancelled. |
| (3) | The total PSUs held by Mr. Swayne were granted under different series, with different vesting contingencies, as described in note 1 above. Subject to the contingencies described in note 1 above and the other terms and conditions of the issuer's PSU Plan, 105,000 of these shares would have vested on December 31, 2008; 130,000 of these shares would have vested on December 31, 2009 and 146,700 of these shares would have vested on December 31, 2010. |
| (4) | Assuming the Company would settle these PSUs within three months of the vesting date, 105,000 of these shares would have expired on March 31, 2009; 130,000 of these shares would have expired on March 31, 2010 and 146,700 of these shares would have expired on March 31, 2011. |
| (5) | Represents the mid-point of the vesting range described in note 1 above for these PSUs. |
| (6) | The PSU grants are held in trust for the benefit of others, and Mr. Swayne disclaims beneficial ownership of PSUs held in trust. |
| (7) | These PSUs would vest, subject to the contingencies described in note 1 above and the other terms and conditions of the issuer's PSU Plan, on the date shown. |
| (8) | Assumes the issuer will settle these PSUs within three months of the vesting date. |