UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
GREENLIGHT CAPITAL RE, LTD.
(Name of Issuer)
Class A Ordinary Shares, par value $0.10
per share
(Title of Class of Securities)
G4095J109
(CUSIP Number)
May 9, 2018
**
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[ X ]
Rule 13d-1(c)
[ ]
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.
** This Schedule 13G is being filed to report that, based solely on the Issuer’s Class A Ordinary Shares outstanding, the Reporting Persons’
beneficial ownership exceeded 5% as of May 9, 2018. The Reporting Persons previously inadvertently aggregated the Issuer’s Class A Ordinary Shares and Class B Ordinary Shares in determining their beneficial ownership percentage and, based on such
figure, their beneficial ownership did not exceed 5%. Upon realization that their beneficial ownership exceeded 5% of the Class A Ordinary Shares outstanding, the Reporting Persons sold shares and, as of the date of filing this Schedule 13G,
Reporting Persons’ beneficial ownership no longer exceeds 5% of the Class A Ordinary Shares outstanding.
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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
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SCHEDULE 13G
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CUSIP No. G4095J109
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Page 2 of 9 Pages
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Item 1(a).
Name of Issuer:
Greenlight Capital Re, Ltd. (the “Issuer”)
Item 1(b).
Address
of Issuer’s Principal Executive Offices:
65 Market Street, Suite 1207, Jasmine Court, Camana Bay, P.O. Box 31110, Grand Cayman, E9 KY1-1205.
Item 2(a).
Name
of Person Filing
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”)
i)
Sirius International Insurance Group, Ltd. (“SIIG”)
;
ii)
Sirius Investment Advisors LLC (“SIA”); and
iii) Sirius Bermuda Insurance Company Ltd. (“SBIC”).
T
his Statement relates to
Shares (as defined herein) directly held by SBIC, a Bermuda-based reinsurance company. SIA serves as discretionary advisor to SBIC. Each of SIA and SBIC is a wholly-owned indirect subsidiary of SIIG. In such capacities, each of SBIC, SIA, and SIIG
may be deemed to be the beneficial owners of the Shares reported herein.
Item 2(b).
Address
of Principal Business Office or, if None, Residence:
The principal business address of SIIG and SBIC is 14 Wesley Street, 5th Floor, Hamilton HM 11, Bermuda. The principal business address of
SIA is 140 Broadway, 32nd Floor, New York, NY 10005.
Item 2(c).
Citizenship:
Each of SIIG and SBIC is a Bermuda exempted company. SIA is a Delaware limited liability company.
Item 2(d).
Title of Class of Securities:
Class A Ordinary Shares, par value $0.10 per share (the “Shares”)
Item 2(e).
CUSIP Number:
G4095J109
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4.
Ownership:
Item
4(a)
Amount Beneficially Owned:
A
s of May 9, 2018, each of the Reporting Persons may be
deemed the beneficial owner of
1,640,583
Shares directly held by SBIC.
Item 4(b)
Percent
of Class:
As of May 9, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.2% of Shares outstanding (based on
31,283,898 Shares outstanding as of April 27, 2018, according to the Issuer’s quarterly report on Form 10-Q filed on April 30, 2018).
Item 4(c)
Number of Shares as to which such person has:
SIIG, SIA, and SBIC
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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1,640,583
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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1,640,583
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Item 5.
Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9.
Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10.
Certification:
B
y signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11
.
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.
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SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
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By:
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/s/ Gene Boxer
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Gene Boxer, EVP, Chief Strategy Officer and Group
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General Counsel
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SIRIUS INVESTMENT ADVISORS, LLC
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By:
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/s/ Matthew T. Kirk
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Matthew T. Kirk, President
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SIRIUS BERMUDA INSURANCE COMPANY LTD.
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By:
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/s/ Warren J. Trace
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Warren J. Trace, President and Chief Executive Officer
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June 13, 2019
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A
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Joint Filing Agreement
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9
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of
Greenlight Capital Re, Ltd. dated as of June 13, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
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By:
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/s/ Gene Boxer
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Gene Boxer, EVP, Chief Strategy Officer and Group
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General Counsel
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SIRIUS INVESTMENT ADVISORS, LLC
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By:
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/s/ Matthew T. Kirk
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Matthew T. Kirk, President
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SIRIUS BERMUDA INSURANCE COMPANY LTD.
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By:
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/s/ Warren J. Trace
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Warren J. Trace, President and Chief Executive Officer
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June 13, 2019