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SCHEDULE 13D/A 0001821841 XXXXXXXX LIVE 3 Common Shares, par value $0.0125 per share 03/05/2025 false 0001214816 G0692U109 AXIS CAPITAL HOLDINGS LIMITED 92 Pitts Bay Road Pembroke D0 HM 08 Jacqueline Giammarco (203) 862-2900 Stone Point Capital LLC 20 Horseneck Lane Greenwich CT 06830 0001821841 N T-VIII PubOpps LP b AF N DE 0 2404133 0 2404133 2404133 N 3.0 PN * The calculation of the percentages herein are based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. Y T-VIII PubOpps GP LLC b AF N DE 0 2404133 0 2404133 2404133 N 3.0 OO * The calculation of the percentages herein are based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. 0001765002 N Trident VIII, L.P. b BK N E9 0 2404133 0 2404133 2404133 N 3 PN * The calculation of the percentages herein are based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. Y Trident Capital VIII, L.P. b AF N E9 0 2404133 0 2404133 2404133 N 3 PN * The calculation of the percentages herein are based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. 0001332638 N Stone Point Capital LLC b AF N DE 0 2404133 0 0 2404133 N 3 OO * The calculation of the percentages herein are based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. Common Shares, par value $0.0125 per share AXIS CAPITAL HOLDINGS LIMITED 92 Pitts Bay Road Pembroke D0 HM 08 This Amendment No. 3 (the "Amendment") amends the Schedule 13D initially filed on August 20, 2020 with the Securities and Exchange Commission and amended on August 28, 2020 ("Amendment 1") and February 4, 2025 ("Amendment 2") (as amended, the "Schedule 13D") by T-VIII PubOpps LP, a Delaware limited partnership ("T8"), T-VIII PubOpps GP LLC, a Delaware limited liability company ("T8 GP"), Trident VIII, L.P., a Cayman Islands exempted limited partnership ("Trident VIII"), Trident Capital VIII, L.P., a Cayman Islands exempted limited partnership ("Trident VIII GP") (collectively, the "Stone Point Partnerships"), and Stone Point Capital LLC, a Delaware limited liability company ("Stone Point" and, together with the Stone Point Partnerships, the "Reporting Persons"). Item 4 of the Schedule 13D is hereby supplemented to include the following information: On March 5, 2025, T8 agreed to sell 2,139,037 Common Shares of AXIS Capital Holdings Limited, a Bermuda corporation (the "Issuer"), to the Issuer at a price of $93.50 per Common Share pursuant to a stock purchase agreement, dated as of March 5, 2025 (the "Stock Purchase Agreement"), by and among the Issuer and T8. As a result of such sale, the Reporting Persons have ceased to be beneficial owners of more than 5% of the Issuer's outstanding Common Shares. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit C hereto and is incorporated herein by reference. Item 5(a) of the Schedule 13D is hereby amended and restated as follows: Each of the Reporting Persons is the beneficial owner of 2,404,133 Common Shares, representing approximately 3.0% of the outstanding Common Shares, based on 80,786,584 Common Shares outstanding as of February 21, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 26, 2025. Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Amendment that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 of the Schedule 13D has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference. Item 5(c) of the Schedule 13D is hereby amended and restated as follows: Except as otherwise described in Item 4 of this Amendment and Amendment 2, each of the Reporting Persons reports that it has not effected any transactions in Common Shares in the past 60 days. March 5, 2025 Item 6 of the Schedule 13D is hereby supplemented to include the following information: The information set forth in Item 4 of this Amendment is hereby incorporated herein by reference. A. Joint Filing Agreement, dated August 20, 2020 (incorporated by reference to Exhibit A to the Schedule 13D filed on August 20, 2020). B. Stock Purchase Agreement, dated February 3, 2025, among AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on February 3, 2025). C. Stock Purchase Agreement, dated March 5, 2025, among AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on March 5, 2025). T-VIII PubOpps LP By: T-VIII PubOpps GP LLC, GP; Trident VIII LP, managing member; Trident Capital VIII LP, GP; DW Trident GP LLC, GP; /s/ Jacqueline Giammarco Jacqueline Giammarco, Vice President 03/05/2025 T-VIII PubOpps GP LLC By: Trident VIII LP, managing member; Trident Capital VIII LP, GP; DW Trident GP LLC, GP; /s/ Jacqueline Giammarco Jacqueline Giammarco, Vice President 03/05/2025 Trident VIII, L.P. By: Trident Capital VIII LP, GP; DW Trident GP LLC, GP; /s/ JacquelineGiammarco Jacqueline Giammarco, Vice President 03/05/2025 Trident Capital VIII, L.P. By: DW Trident GP LLC, GP; /s/Jacqueline Giammarco Jacqueline Giammarco, Vice President 03/05/2025 Stone Point Capital LLC /s/ Jacqueline Giammarco Jacqueline Giammarco, Chief Compliance Officer 03/05/2025