Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Maiden Holdings, Ltd. (Name of Issuer) |
Common Shares, par value $0.01 per share (Title of Class of Securities) |
G5753U112 (CUSIP Number) |
Lawrence F. Metz 159 Bank Street, 4th Floor Burlington, VT, 05401 856-359-2400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G5753U112 |
| 1 |
Name of reporting person
Maiden Holdings North America, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | G5753U112 |
| 1 |
Name of reporting person
Maiden Reinsurance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VERMONT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IC |
SCHEDULE 13D
|
| CUSIP No. | G5753U112 |
| 1 |
Name of reporting person
Maiden Holdings, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
Maiden Holdings, Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
48 Par-la-Ville Road, Suite 1141, Hamilton,
BERMUDA
, HM11. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to the Schedule 13D filed on January 6, 2023 (the "Original Schedule 13D"), as amended by the Amendment No. 1 to Schedule 13D filed on December 31, 2024 ("Amendment No. 1"), relating to the common shares, par value $0.01 per share (the "Common Shares") of Maiden Holdings, Ltd., a holding company organized under the laws of Bermuda (the "Issuer"). This Amendment No. 2 is being filed by Maiden Reinsurance Ltd. (the "Subsidiary"), Maiden Holdings North America, Ltd. ("MHNA") and the Issuer (together with the Subsidiary and MHNA, the "Reporting Persons"). Except as specifically amended by this Amendment No. 2, information provided in the Original Schedule 13D as amended by Amendment No. 1 is unchanged. Capitalized terms not defined herein shall have the meanings ascribed to them in Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Amendment No. 1 is hereby amended and supplemented by adding the following: On May 27, 2025, Kestrel Group LLC, the equityholders of Kestrel Group LLC, Ranger U.S. Newco LLC, Ranger Bermuda Merger Sub Ltd, Ranger Bermuda Topco Ltd ("Bermuda NewCo") and Ranger Merger Sub 2 LLC consummated the transactions under the Combination Agreement, pursuant to which each Common Share of the Issuer was automatically canceled and converted into the right to receive one-twentieth (0.05) of a Bermuda NewCo common share. In connection with the consummation of the transactions under the combination agreement, the Issuer and Kestrel Group LLC released a joint press release, a copy of which is included as Exhibit 99.7 to this Amendment No. 2 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons have no beneficial ownership of the Issuer. The Reporting Persons have no sole or shared dispositive power or voting power. | |
| (b) | See (a) above. | |
| (c) | None of the Reporting Persons has effected any transactions in the Common Shares during the past 60 days, other than as described in Item 4 above. | |
| (d) | Refer to the Original Schedule 13D. | |
| (e) | As of May 27, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Amendment No. 1 is hereby amended and supplemented by adding the following: Information set forth above in Item 4 of this Amendment No. 2 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7: Joint Press Release of Maiden Holdings, Ltd. and Kestrel Group LLC (incorporated by reference to the Current Report on Form 8-K, filed by the Issuer on May 27, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|