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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 | ||||||||
| Series D Preferred Shares (1) (2) (3) | (4) | 10/07/2005 | P | 20,000 (5) | (6) | (7) | Common shares | 1,818,181 | $ 1,000 | 20,000 | I | See footnotes (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RESERVOIR CAPITAL GROUP LLC 650 MADISON AVE 26TH FL. NEW YORK, NY 10022 |
X | |||
| RESERVOIR CAPITAL PARTNERS LP 650 MADISON AVE 26TH FL NEW YORK, NY 10022 |
X | |||
| RESERVOIR CAPITAL MASTER FUND LP 650 MADISON AVE 26TH FL. NEW YORK, NY 10022 |
X | |||
| RESERVOIR CAPITAL MANAGEMENT LLC 650 MADISON AVENUE, 26TH FLOOR 650 MADISON AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Craig Huff | 10/12/2005 | |
| **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) | RCGM, LLC (f/k/a Reservoir Capital Management, L.L.C.), a Delaware limited liability company ("RCGM"), is an investment management firm and is the managing member of Reservoir Capital Group, L.L.C., a Delaware limited liability company ("Reservoir Group"). Reservoir Group is an investment management firm and serves as the general partner of Reservoir Capital Partners, L.P. ("Reservoir Partners"), Reservoir Capital Master Fund, L.P. ("Reservoir Capital Master Fund"), Reservoir Capital Master Fund II, L.P. ("Reservoir Capital Master Fund II") and Reservoir Capital Investment Partners, L.P. ("Reservoir Investment"), which are each private investment partnerships. |
| (2) | Each of RCGM, Reservoir Group, Reservoir Partners, Reservoir Capital Master Fund, Reservoir Capital Master Fund II and Reservoir Investment disclaims beneficial ownership of the reported common shares of PXRE Group, Ltd. (the "Company", and such common shares, the "Common Shares") except to the extent of its pecuniary interest therein, and the inclusion of such Common Shares in this report shall not be deemed an admission of beneficial ownership of such reported Common Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. See Exhibit 99.1 attached hereto for a list of each Reporting Person. |
| (3) | Series D Perpetual Non-Voting Preferred Shares, par value $1.00 per share ("Series D Preferred Shares"), of the Company. |
| (4) | Each Series D Preferred Share is exchangeable (see footnote (5) below), without any further payment and without any further action of the holder of such shares, for Common Shares at an exchange ratio equal to a fraction, of which the numerator is 1,000 and the denominator is 11, subject to adjustments for stock splits and stock dividends. |
| (5) | Includes 7,648, 556, 1,934 and 9,862 Series D Preferred Shares held by Reservoir Partners, Reservoir Capital Master Fund, Reservoir Capital Master Fund II and Reservoir Investment, respectively. |
| (6) | The exchange of the Series D Preferred Shares for Commons Shares is conditioned on approval by the Company's shareholders and accordingly there is no fixed date for such exchange. |
| (7) | The Series D Preferred Shares are perpetual preferred shares and accordingly there is no fixed expiration date. |
| Remarks: EXHIBIT LIST Exhibit 99.1 | |