UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Flagstone Reinsurance Holdings Limited
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(Name of Issuer)
Common Shares, $0.01 par value per share
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(Title of Class of Securities)
G3529T105
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(CUSIP Number)
with a copy to:
Gregory L. Florio, Esq. Robert G. Minion, Esq.
Marathon Asset Management, LP Lowenstein Sandler PC
One Bryant Park, 38th Floor 1251 Avenue of the Americas
New York, New York 10036 New York, New York 10020
212.381.0159 973.597.2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 2009
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
Cusip No. G3529T105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Marathon Asset Management, LP
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): AF, WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 4,180,608*
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Shares Beneficially 8. Shared Voting Power: 0*
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Owned by Each Reporting 9. Sole Dispositive Power: 4,180,608*
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Person With 10. Shared Dispositive Power: 0*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,180,608*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 4.9%*
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14. Type of Reporting Person (See Instructions): IA
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* As of September 8, 2009, Marathon Special Opportunity Master Fund, Ltd. (the
"Master Fund") and Marathon Special Opportunity Liquidating Fund, Ltd. (the
"Liquidating Fund" and together with the Master Fund, the "Funds") held in the
aggregate 4,154,134 shares of common shares, par value $0.01 per share (the
"Shares"), of Flagstone Reinsurance Holdings Limited, a Bermuda exempted company
(the "Company"). As of September 8, 2009, the Master Fund held in the aggregate
26,474 restricted share units ("RSU"). Each RSU represents the right to receive
without payment to the Company one newly-issued, fully paid and non-assessable
Share, subject to the terms and conditions of the RSU Plan and the grant
certificate evidencing each grant. In the discretion of the Compensation
Committee of the Company, upon vesting, the value of an RSU grant alternatively
may be paid in cash, or partly in cash and partly in Shares. Marathon Asset
Management, LP, a Delaware limited partnership (the "Investment Manager"),
serves as the investment manager of the Funds pursuant to one or more Investment
Management Agreements between the Investment Manager and the Funds. As a result,
the Investment Manager possesses the sole power to vote and the sole power to
direct the disposition of all securities of the Company held by the Funds.
Accordingly, as of September 8, 2009, for the purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, the Investment Manager is deemed to
beneficially own 4,180,608 Shares, or 4.9% of the Shares deemed issued and
outstanding as of that date.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
According to the Form 10-Q for the quarterly period ended June 30,
2009, and filed with the Securities and Exchange Commission on August 4, 2009,
there were 84,864,844 shares of common shares, par value $0.01 per share (the
"Shares"), of Flagstone Reinsurance Holdings Limited, a Bermuda exempted company
(the "Company"), issued and outstanding as of July 31, 2009. As of September 8,
2009, (i) the Funds held in the aggregate 4,154,134 Shares and (ii) the Master
Fund held in the aggregate 26,474 restricted share units ("RSU"). Each RSU
represents the right to receive without payment to the Company one newly-issued,
fully paid and non-assessable Share, subject to the terms and conditions of the
RSU Plan and the grant certificate evidencing each grant. In the discretion of
the Compensation Committee of the Company, upon vesting, the value of an RSU
grant alternatively may be paid in cash, or partly in cash and partly in Shares.
Accordingly, as of September 8, 2009, for the purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, the Investment Manager is deemed to
beneficially own 4,180,608 Shares, or 4.9% of the Shares deemed issued and
outstanding as of that date.
The following table details the transactions since the most recent
filing on Schedule 13D in Shares, or securities convertible into, exercisable
for or exchangeable for Shares, by the Investment Manager or any other person or
entity controlled by the Investment Manager or any person or entity for which
the Investment Manager possesses voting or investment control over the
securities thereof (each of which was effected in an ordinary brokerage
transaction).
Purchases
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Date Security Amount Price
08/20/2009 Shares 2,100 $10.8743
Sales
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Date Security Amount Price
09/08/2009 Shares 99,509 $10.5292
09/04/2009 Shares 56,378 $10.5443
08/31/2009 Shares 84,054 $10.8585
08/28/2009 Shares 25,245 $10.8656
08/27/2009 Shares 40,687 $10.8973
08/26/2009 Shares 152,770 $10.8979
08/25/2009 Shares 94,399 $10.899
08/24/2009 Shares 95,120 $10.8483
08/21/2009 Shares 158,500 $10.9223
08/20/2009 Shares 53,200 $10.8825
08/20/2009 Shares 2,807 $10.87
As of September 8, 2009, the Investment Manager ceased to beneficially
own more than 5% of the outstanding Shares.
Signature
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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.
September 10, 2009
MARATHON ASSET MANAGEMENT, LP
By: Marathon Asset Management GP, LLC,
its general partner
By: /s/ Gregory Florio
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Name: Gregory Florio
Title: Chief Compliance Officer
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).