FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Argo Group International Holdings, Ltd. [ AGIID ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
08/07/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 Stock | 08/07/2007 | C | 100,904 ( 1 ) ( 2 ) | A | $0 | 101,154 | D | |||
Common Stock | 08/07/2007 | P | 162,488 ( 1 ) ( 3 ) | A | ( 3 ) | 263,642 | D | |||
Series C Preferred Shares | 08/07/2007 | S | 1,013.93 ( 1 ) ( 3 ) | D | ( 3 ) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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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 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: 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 | ||||||||
Class C Convertible Common Shares | ( 2 ) | 08/07/2007 | C | 1,009,046 | ( 2 ) | ( 2 ) | Common Shares | 1,009,046 | $0 | 0 | D |
Explanation of Responses: |
1. Upon the consummation of a merger on August 7, 2007 pursuant to which Argonaut Group, Inc. ("Argonaut") became a wholly owned subsidiary of PXRE Group Ltd. ("PXRE"), the Class C Convertible Common Shares and the Series C Preferred Shares (each of which RER Reinsurance Holdings, L.P. owned greater than 10% of) of RER Reinsurance Holdings, L.P. converted into common shares of PXRE. Immediately following the merger, PXRE shares split in a 1-for-10 reverse stock split and PXRE's name was changed to "Argo Group International Holdings, Ltd." |
2. The Class C Convertible Common Shares were convertible into common shares at any time on a one for one basis, and had no expiration date. |
3. The reporting person automatically converted upon consummation of the merger from 1,013.930 Series C Preferred Shares into 1,624,888 common shares (162,488 after reflecting the 1-for-10 reverse split described above) on August 7, 2007. |
Remarks: |
(4) The reporting person was the owner of greater than 10% of the Series C Preferred Shares and the Class C Convertible Common Shares prior to the merger, but was not the owner of greater than 10% of the common shares prior to or upon the merger. |
/s/ Melissa Parrish, Vice President and Treasurer for RER Reinsurance Holdings, L.P. | 08/09/2007 | |
** 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 Number. |