UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Flagstone Reinsurance Holdings Limited
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(Name of Issuer)
Common Shares, $0.01 par value per share
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(Title of Class of Securities)
G3529T105
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(CUSIP Number)
with a copy to:
Gregory L. Florio, Esq. Robert G. Minion, Esq.
Marathon Asset Management, LP Lowenstein Sandler PC
One Bryant Park, 38th Floor 1251 Avenue of the Americas
New York, New York 10036 New York, New York 10020
212.381.0159 973.597.2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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. G3529T105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Marathon Asset Management, LP
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): AF, WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 2,275,127*
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Shares Beneficially 8. Shared Voting Power: 0*
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Owned by Each Reporting 9. Sole Dispositive Power: 2,275,127*
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Person With 10. Shared Dispositive Power: 0*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,275,127*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 2.7%*
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14. Type of Reporting Person (See Instructions): IA
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* As of November 6, 2009, Marathon Special Opportunity Master Fund, Ltd. (the
"Master Fund") and Marathon Special Opportunity Liquidating Fund, Ltd. (the
"Liquidating Fund" and together with the Master Fund, the "Funds") held in the
aggregate 2,275,127 shares of common shares, par value $0.01 per share (the
"Shares"), of Flagstone Reinsurance Holdings Limited, a Bermuda exempted company
(the "Company"). Marathon Asset Management, LP, a Delaware limited partnership
(the "Investment Manager"), serves as the investment manager of the Funds
pursuant to one or more Investment Management Agreements between the Investment
Manager and the Funds. As a result, the Investment Manager possesses the sole
power to vote and the sole power to direct the disposition of all securities of
the Company held by the Funds. Accordingly, as of November 6, 2009, for the
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
the Investment Manager is deemed to beneficially own 2,275,127 Shares, or 2.7%
of the Shares deemed issued and outstanding as of that date.
THIS SCHEDULE 13D AMENDMENT NO. 3 CORRECTS INFORMATION SET FORTH IN SCHEDULE 13D
AMENDMENT NOS. 1 AND 2 FILED BY THE INVESTMENT MANAGER WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION ON SEPTEMBER 9, 2009 AND SEPTEMBER 10, 2009,
RESPECTIVELY.
THIS SCHEDULE 13D AMENDMENT NO. 3 CORRECTS INFORMATION SET FORTH IN SCHEDULE 13D
AMENDMENT NOS. 1 AND 2 FILED BY THE INVESTMENT MANAGER WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION ON SEPTEMBER 9, 2009 AND SEPTEMBER 10, 2009,
RESPECTIVELY.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
According to the Form 10-Q for the quarterly period ended September
30, 2009, and filed with the Securities and Exchange Commission on November 3,
2009, there were 82,864,844 shares of common shares, par value $0.01 per share
(the "Shares"), of Flagstone Reinsurance Holdings Limited, a Bermuda exempted
company (the "Company"), issued and outstanding as of November 2, 2009. As of
November 6, 2009, Marathon Special Opportunity Master Fund, Ltd. (the "Master
Fund") and Marathon Special Opportunity Liquidating Fund, Ltd. (the "Liquidating
Fund" and together with the Master Fund, the "Funds") held in the aggregate
2,275,127 Shares.
Marathon Asset Management, LP, a Delaware limited partnership (the
"Investment Manager"), serves as the investment manager of the Funds pursuant to
one or more Investment Management Agreements between the Investment Manager and
the Funds. As a result, the Investment Manager possesses the sole power to vote
and the sole power to direct the disposition of all securities of the Company
held by the Funds. Accordingly, as of November 6, 2009, for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, the Investment
Manager is deemed to beneficially own 2,275,127 Shares, or 2.7% of the Shares
deemed issued and outstanding as of that date.
The following table details (i) the transactions during the sixty days
on or prior to November 6, 2009 and (ii) the transactions on or before November
6, 2009 that were not disclosed in Schedule 13D Amendment Nos. 1 and 2, in
Shares, or securities convertible into, exercisable for or exchangeable for
Shares, by the Investment Manager or any other person or entity controlled by
the Investment Manager or any person or entity for which the Investment Manager
possesses voting or investment control over the securities thereof (each of
which was effected in an ordinary brokerage transaction).
Sales
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Date Security Amount Price
08/12/2009 Shares 51,647 $11.2262
08/14/2009 Shares 4,838 $9.58
09/09/2009 Shares 38,314 $10.5437
09/10/2009 Shares 91,301 $10.5432
09/11/2009 Shares 10,133 $10.5115
09/14/2009 Shares 180,779 $10.4738
09/15/2009 Shares 92,900 $10.4603
09/22/2009 Shares 281,989 $10.9657
09/23/2009 Shares 778,100 $10.7078
09/25/2009 Shares 38,301 $10.6275
No other person is known by the Investment Manager to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares beneficially owned by the Investment Manager.
As of August 26, 2009, the Investment Manager ceased to beneficially
own more than 5% of the outstanding Shares.
Signature
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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.
November 6, 2009
MARATHON ASSET MANAGEMENT, LP
By: Marathon Asset Management GP, LLC,
its general partner
By: /s/ Andrew Rabinowitz
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Name: Andrew Rabinowitz
Title: Chief Operating Officer/Partner
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).