AXIS CAPITAL HOLDINGS LTD — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXIS CAPITAL HOLDINGS LTD (AXS)
CIK: 0001214816
Period of Report: 2012-12-20

Reporting Person: DAVIS CHARLES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	S	2793191	$35.22	Disposed	5431310	Indirect
2012-12-20	Common Stock	S	78135	$35.22	Disposed	151933	Indirect

Footnotes

F1: This filing relates to shares of Common Stock of AXIS Capital Holdings Limited ("AXS"). Mr. Davis, a director of AXS, 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 disposition of shares of Common Stock of AXS by Trident II. Mr. Davis disclaims beneficial ownership of shares of Common Stock of AXS 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 shares of Common Stock of AXS.

F3: 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 shares of Common Stock of AXS. Mr. Davis disclaims beneficial ownership of 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 shares of Common Stock of AXS.

F4: This transaction in Table I relates to the disposition of shares of Common Stock of AXS by CPF. Mr. Davis disclaims beneficial ownership of shares of Common Stock of AXS 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 shares of Common Stock of AXS.