AXIS CAPITAL HOLDINGS LTD — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXIS CAPITAL HOLDINGS LTD (AXS)
CIK: 0001214816
Period of Report: 2014-02-04

Reporting Person: Gieryn Richard T JR (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Shares	M	4500	—	Acquired	107797	Direct
2014-02-04	Common Shares	D	2250	$44.33	Disposed	105547	Direct
2014-02-04	Common Shares	F	795	$44.33	Disposed	104752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-04	Restricted Stock Units	$	M	4500	Disposed		Common Shares (4500)	Direct
2014-02-04	Restricted Stock Units	$	A	8120	Acquired		Common Shares (8120)	Direct
2014-02-04	Restricted Stock Units	$	A	812	Acquired		Common Shares (812)	Direct

Footnotes

F1: Upon vesting, each restricted stock unit will be equal in value to one common share (50% of the restricted stock units will be settled in common shares and 50% will be settled in cash).

F2: The restricted stock units vest in four equal annual installments beginning February 4, 2014.

F3: The restricted stock units will vest in four equal annual installments beginning March 1, 2015.

F4: Represents a guaranteed minimum award of performance-based restricted stock units. The award may increase up to 16,240 restricted stock units provided that certain Company performance conditions are satisfied. The award will be eligible to vest in a single installment on March 1, 2017.