AXIS CAPITAL HOLDINGS LTD — Director's Dealing 2011

Apr 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXIS CAPITAL HOLDINGS LTD (AXS)
CIK: 0001214816
Period of Report: 2011-04-14

Reporting Person: DAVIS CHARLES A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-14	Common Stock	M	16918312	$12.50	Acquired	16918312	Indirect
2011-04-14	Common Stock	M	473264	$12.50	Acquired	473264	Indirect
2011-04-14	Common Stock	D	5853278	$36.13	Disposed	11065034	Indirect
2011-04-14	Common Stock	D	163737	$36.13	Disposed	309527	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-14	Warrants	$12.50	M	16918312	Disposed	2011-11-20	Common Stock (16918312)	Indirect
2011-04-14	Warrants	$12.50	M	473264	Disposed	2011-11-20	Common Stock (473264)	Indirect

Footnotes

F1: This filing relates to shares of Common Stock and Warrants of AXIS Capital Holdings Limited ("AXIS"). Mr. Davis, a director of AXIS, is one of the four general partners of Trident Capital II, L.P. ("Trident GP"), which is the sole general partner of Trident II, L.P. ("Trident II"). Mr. Davis is also a director and shareholder of Stone Point GP Ltd., the entity that is the sole general partner of Marsh & McLennan Capital Professionals Fund, L.P. ("CPF"). Mr. Davis is also chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of Trident II and CPF.

F2: This transaction in Table I relates to the acquisition or disposition of shares of Common Stock of AXIS by Trident II; this transaction in Table II relates to Warrants of AXIS exercised by Trident II. Mr. Davis disclaims beneficial ownership of Warrants and shares of Common Stock of AXIS that are, or may be deemed to be, beneficially owned by Trident II except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such Warrants and shares of Common Stock of AXIS.

F3: This transaction in Table I relates to the acquisition or disposition of shares of Common Stock of AXIS by CPF; this transaction in Table II relates to Warrants of AXIS exercised by CPF. Mr. Davis disclaims beneficial ownership of Warrants and shares of Common Stock of AXIS that are, or may be deemed to be, beneficially owned by CPF except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such Warrants and shares of Common Stock of AXIS.

F4: On April 14, 2011, Trident II exercised a warrant to purchase 16,918,312 shares of Common Stock of AXIS for $12.50 per share. Trident II paid the exercise price on a cashless basis, resulting in AXIS's withholding of 5,853,278 of the warrant shares to satisfy the exercise price and issuing to Trident II the remaining 11,065,034 shares of Common Stock of AXIS. Fractional shares were cashed out.

F5: On April 14, 2011, CPF exercised a warrant to purchase 473,264 shares of Common Stock of AXIS for $12.50 per share. CPF paid the exercise price on a cashless basis, resulting in AXIS's withholding of 163,737 of the warrant shares to satisfy the exercise price and issuing to CPF the remaining 309,527 shares of Common Stock of AXIS. Fractional shares were cashed out.

F6: Marsh & McLennan Employees' Securities Company, L.P. ("ESC") has entered into an agreement with Trident II and CPF pursuant to which the parties have agreed to coordinate their disposition of Warrants and shares of Common Stock of AXIS. Mr. Davis disclaims beneficial ownership of Warrants and shares of Common Stock of AXIS that are, or may be deemed to be, beneficially owned by ESC. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such Warrants or shares of Common Stock of AXIS.

F7: Warrants of AXIS were currently exercisable.