FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Sompo International Holdings Ltd. | 2. Issuer Name and Ticker or Trading Symbol Blue Capital Reinsurance Holdings Ltd. [ BCRH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 6/15/2019 | M | 2,763 | A | $6.84 | 417,032 | D | |||
| Common Shares | 2,500,000 | I | See Footnote (1) | |||||||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (2) | 6/15/2019 | J (3) | 7,198 | (4) | (4) | Common Shares | 7,198 | $0 | 13,671 | D | ||||
| Restricted Share Units | (2) | 6/15/2019 | M | 2,763 | (5) | (5) | Common Shares | 2,763 | $0 | 10,908 | D | ||||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Sompo International Holdings Ltd. WATERLOO HOUSE 100 PITTS BAY ROAD PEMBROKE, D0 HM08 | X | ||||
| SOMPO HOLDINGS, INC. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0 160-8338 | X | ||||
| Sompo Japan Nipponkoa Insurance Inc. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0 160-8338 | X | ||||
| Signatures | ||
| Sompo Holdings, Inc., By: /s/ John R. Charman, CEO of Overseas Insurance & Reinsurance Business | 6/18/2019 | |
| **Signature of Reporting Person | Date | |
| SOMPO INTERNATIONAL HOLDINGS LTD., By /s/ John V. Del Col, General Counsel & Secretary | 6/18/2019 | |
| **Signature of Reporting Person | Date | |
| Sompo Japan Nipponkoa Insurance Inc., By /s/ Yuji Kawauchi, Managing Executive Officer | 6/18/2019 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. | |