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: TRIDENT II L P (Director, 10% Owner)
Reporting Person: TRIDENT CAPITAL II LP (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	Direct
2011-04-14	Common Stock	M	473264	$12.50	Acquired	473264	Direct
2011-04-14	Common Stock	M	476528	$12.50	Acquired	476528	Direct
2011-04-14	Common Stock	D	5853278	$36.13	Disposed	11065034	Direct
2011-04-14	Common Stock	D	163737	$36.13	Disposed	309527	Direct
2011-04-14	Common Stock	D	164866	$36.13	Disposed	311662	Direct

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)	Direct
2011-04-14	Warrants	$12.50	M	473264	Disposed	2011-11-20	Common Stock (473264)	Direct
2011-04-14	Warrants	$12.50	M	476528	Disposed	2011-11-20	Common Stock (476528)	Direct

Footnotes

F1: This filing relates to shares of Common Stock and Warrants of AXIS Capital Holdings Limited ("AXS"). Trident II, L.P. ("Trident") is making this joint filing on Form 4 on its behalf and on behalf of Trident Capital II, L.P. ("Trident GP"), Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and Marsh & McLennan Employees' Securities Company, L.P. ("ESC"). Trident, CPF and ESC have agreed that they will coordinate the timing of the sale of shares of Common Stock of AXS.

F2: This transaction in Table I relates to the acquisition or disposition of shares of Common Stock of AXS by Trident; this transaction in Table II relates to Warrants of AXS exercised by Trident. The general partners of Trident GP are four single member limited liability companies, each of which is owned by an individual who is a member of Stone Point Capital LLC, which serves as the manager of Trident. Each of these single member limited liability companies disclaims beneficial ownership of the Warrants of AXS, except to the extent of any pecuniary interest therein, that are, or may be deemed to be, beneficially owned by Trident or Trident GP. In addition, Trident and Trident GP disclaim beneficial ownership of shares of the Warrants of AXS that are, or may be deemed to be, beneficially owned by CPF and ESC.

F3: This transaction in Table I relates to the acquisition or disposition of shares of Common Stock of AXS by CPF; this transaction in Table II relates to Warrants of AXS owned by CPF. The sole general partner of CPF is Stone Point GP Ltd., a company owned by certain individuals who are members of Stone Point Capital LLC, which serves as the investment manager of CPF. CPF disclaims beneficial ownership of shares of the Warrants of AXS that are, or may be deemed to be, beneficially owned by Trident and ESC.

F4: This transaction in Table I relates to the acquisition or disposition of shares of Common Stock of AXS by ESC; this transaction in Table II relates to Warrants of AXS exercised by ESC. Marsh & McLennan GP I, Inc., a subsidiary of Marsh & McLennan Companies, Inc., is the sole general partner of ESC. ESC disclaims beneficial ownership of shares of the Warrants of AXS that are, or may be deemed to be, beneficially owned by Trident and CPF.

F5: Warrants of AXS were currently exercisable.

F6: On April 14, 2011, Trident exercised a warrant to purchase 16,918,312 shares of Common Stock of AXS for $12.50 per share. Trident paid the exercise price on a cashless basis, resulting in AXS's withholding of 5,853,278 of the warrant shares to satisfy the exercise price and issuing to Trident the remaining 11,065,034 shares of Common Stock of AXS. Fractional shares were cashed out.

F7: On April 14, 2011, CPF exercised a warrant to purchase 473,264 shares of Common Stock of AXS for $12.50 per share. CPF paid the exercise price on a cashless basis, resulting in AXS'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 AXS. Fractional shares were cashed out.

F8: On April 14, 2011, ESC exercised a warrant to purchase 476,528 shares of Common Stock of AXS for $12.50 per share. ESC paid the exercise price on a cashless basis, resulting in AXS's withholding of 164,866 of the warrant shares to satisfy the exercise price and issuing to ESC the remaining 311,662 shares of Common Stock of AXS. Fractional shares were cashed out.