FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
(Last)          (First)          (Middle)

WATERLOO HOUSE, 100 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2019
(Street)

PEMBROKE, D0 HM08
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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
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    2763   A $6.84   417032   D    
Common Shares                  2500000   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)    7198         (4)   (4) Common Shares   7198.0   $0   13671   D    
Restricted Share Units     (2) 6/15/2019     M         2763      (5)   (5) Common Shares   2763.0   $0   10908   D    

Explanation of Responses:
(1)  Owned by Endurance Specialty Insurance Ltd., a wholly-owned subsidiary of Sompo International Holdings Ltd.
(2)  Each restricted share unit represents a contingent right to receive one Issuer common share.
(3)  In accordance with agreements between Sompo International Holdings Ltd. ("SIH"), as successor in interest to Endurance Specialty Holdings Ltd., and Mr. Del Col and Mr. McGuire, respectively, all remuneration, including cash fees, restricted share units, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of the Issuer will be assigned or paid directly to SIH. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. SIH is an indirect, wholly-owned subsidiary of Sompo Holdings, Inc. and a direct, wholly-owned subsidiary of Sompo Japan Nipponkoa Insurance, Inc.
(4)  These awards will vest in three equal tranches on June 15, 2020, 2021 and 2022, subject to Messrs. Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates.
(5)  Mandatory conversion of previously granted restricted share units.

Reporting Owners
Reporting Owner Name / Address
Relationships
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.
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