CUSIP No. G3529T105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Flagstone Reinsurance Holdings Limited
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(Name of Issuer)
Common Shares, par value $0.01 per share
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(Title of Class of Securities)
G3529T105
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. G3529T105
1 Name of Reporting Person: Haverford (Bermuda) Ltd.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a)[ ]
(b)[x]
3 SEC Use Only
4 Citizenship or Place of Organization: Bermuda
Number of 5 Sole Voting Power: 10,000,000 Common Shares
Shares
Beneficially 6 Shared Voting Power: -0- Common Shares
Owned by
Each 7 Sole Dispositive Power: 10,000,000 Common Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Common Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
10,000,000 Common Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 11.7%*
12 Type of Reporting Person (See Instructions): CO
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* Based on 85,297,891 outstanding Common Shares, which is the total number of
shares issued and outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007.
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CUSIP No. G3529T105
1 Name of Reporting Person: Mark J. Byrne
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a)[ ]
(b)[x]
3 SEC Use Only
4 Citizenship or Place of Organization: Ireland
Number of 5 Sole Voting Power: -0- Common Shares
Shares
Beneficially 6 Shared Voting Power: 10,050,000 Common Shares*
Owned by
Each 7 Sole Dispositive Power: -0- Common Shares
Reporting
Person With 8 Shared Dispositive Power: 10,050,000 Common Shares*
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
10,050,000 Common Shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 11.8%**
12 Type of Reporting Person (See Instructions): IN
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* Mr. Byrne has provided capital to Haverford (Bermuda) Ltd., and he may be
deemed to have investment or voting control and may be deemed to
beneficially own 10,000,000 Common Shares of the issuer held of record by
Haverford (Bermuda) Ltd. 9,740,000 of these shares represent the indirect
proportionate interest of Mr. Byrne in the 10,000,000 Common Shares of the
issuer held of record by Haverford (Bermuda) Ltd., based upon the
proportionate contribution of the reporting person to the capital of
Haverford (Bermuda) Ltd. These shares are held through a trust for the
benefit of others and Mr. Byrne therefore disclaims beneficial ownership of
these shares. Rebecca Byrne, Mr. Byrne's wife, is the record holder of
50,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
Common Shares of the issuer. Mr. Byrne disclaims beneficial ownership of
the shares held by his wife.
** Based on 85,297,891 outstanding Common Shares, which is the total number of
shares issued and outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007.
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CUSIP No. G3529T105
1 Name of Reporting Person: David A. Brown
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a)[ ]
(b)[x]
3 SEC Use Only
4 Citizenship or Place of Organization: United Kingdom
Number of 5 Sole Voting Power: 10,000 Common Shares
Shares
Beneficially 6 Shared Voting Power: 10,080,000 Common Shares*
Owned by
Each 7 Sole Dispositive Power: 10,000 Common Shares
Reporting
Person With 8 Shared Dispositive Power: 10,080,000 Common Shares*
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
10,090,000 Common Shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 11.8%**
12 Type of Reporting Person (See Instructions): IN
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* Mr. Brown has provided capital to Haverford (Bermuda) Ltd., and he may be
deemed to have investment or voting control and may be deemed to
beneficially own 10,000,000 Common Shares of the issuer held of record by
Haverford (Bermuda) Ltd. 260,000 of these shares represent the indirect
proportionate interest of Mr. Brown in the 10,000,000 Common Shares of the
issuer held of record by Haverford (Bermuda) Ltd., based upon the
proportionate contribution of the reporting person to the capital of
Haverford (Bermuda) Ltd. These shares are held through a trust for the
benefit of others and Mr. Brown therefore disclaims beneficial ownership of
these shares. In addition, Mr. Brown serves as the settlor of a trust that
is the owner of Leyton Limited, and Leyton Limited is the record holder of
80,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
Common Shares of the issuer. Mr. Brown disclaims beneficial ownership of
the shares held by Leyton Limited. Mr. Brown is also the record holder of
10,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
the Common Shares of the issuer.
** Based on 85,297,891 outstanding Common Shares, which is the total number of
shares issued and outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007.
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CUSIP No. G3529T105
Item 1.
(a) Name of Issuer: Flagstone Reinsurance Holdings Limited
(b) Address of Issuer's Principal Executive Offices:
Crawford House
23 Church Street
Hamilton HM11, Bermuda
Item 2.
(a) Name of Person Filing:
Haverford (Bermuda) Ltd., a Bermuda company
Individuals:
(i) Mark J. Byrne, an Irish citizen
(ii) David A. Brown, a United Kingdom citizen
(b) Address of Principal Business Office or, if none, Residence:
The address of each reporting person is:
c/o Haverford (Bermuda) Ltd.
Crawford House
23 Church Street
Hamilton HM11, Bermuda
(c) Citizenship: Each of the entities or persons identified in 2(a)
above is a company or individual organized under the laws of the
jurisdiction, or is a citizen of the jurisdiction, as applicable,
set forth opposite such entity's or person's name.
(d) Title of Class of Securities: Common Shares, par value $0.01 per
share ("Common Shares")
(e) CUSIP No.: G3529T105
Item 3. Not applicable
Item 4. Ownership
(a) Amount beneficially owned:
(i) Haverford (Bermuda) Ltd. is the record holder of 10,000,000
Common Shares.
(ii) Mr. Byrne has provided capital to Haverford (Bermuda) Ltd., and
he may be deemed to have investment or voting control and may be
deemed to beneficially own 10,000,000 Common Shares of the issuer
held of record by Haverford (Bermuda) Ltd. 9,740,000 of these
shares represent the indirect proportionate
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CUSIP No. G3529T105
interest of Mr. Byrne in the 10,000,000 Common Shares of the
issuer held of record by Haverford (Bermuda) Ltd., based upon the
proportionate contribution of the reporting person to the capital
of Haverford (Bermuda) Ltd. These shares are held through a trust
for the benefit of others and Mr. Byrne therefore disclaims
beneficial ownership of these shares. Rebecca Byrne, Mr. Byrne's
wife, is the record holder of 50,000 Common Shares of the issuer
which were purchased through the Directed Share Program in
connection with the initial public offering of Common Shares of
the issuer. Mr. Byrne disclaims beneficial ownership of the
shares held by his wife.
(iii) Mr. Brown has provided capital to Haverford (Bermuda) Ltd., and
he may be deemed to have investment or voting control and may be
deemed to beneficially own 10,000,000 Common Shares of the issuer
held of record by Haverford (Bermuda) Ltd. 260,000 of these
shares represent the indirect proportionate interest of Mr. Brown
in the 10,000,000 Common Shares of the issuer held of record by
Haverford (Bermuda) Ltd., based upon the proportionate
contribution of the reporting person to the capital of Haverford
(Bermuda) Ltd. These shares are held through a trust for the
benefit of others and Mr. Brown therefore disclaims beneficial
ownership of these shares. In addition, Mr. Brown serves as the
settlor of a trust that is the owner of Leyton Limited, and
Leyton Limited is the record holder of 80,000 Common Shares of
the issuer which were purchased through the Directed Share
Program in connection with the initial public offering of Common
Shares of the issuer. Mr. Brown disclaims beneficial ownership of
the shares held by Leyton Limited. Mr. Brown is also the record
holder of 10,000 Common Shares of the issuer which were purchased
through the Directed Share Program in connection with the initial
public offering of the Common Shares of the issuer.
(b) Percent of class*:
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Haverford (Bermuda) Ltd. 11.7%
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Mark J. Byrne 11.8%
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David A. Brown 11.8%
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* Based on 85,297,891 outstanding Common Shares, which is the total
number of shares issued and outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2007.
(c) Number of shares as to which such person has: (i) sole voting
power; (ii) shared voting power; (iii) sole dispositive power; (iv)
shared dispositive power:
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Number of Shares
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Reporting Person (i) (ii) (iii) (iv)
---------------------------- --------------- --------------- --------------- ----------------
---------------------------- --------------- --------------- --------------- ----------------
Haverford (Bermuda) Ltd. 10,000,000 0 10,000,000 0
---------------------------- --------------- --------------- --------------- ----------------
---------------------------- --------------- --------------- --------------- ----------------
Individuals
---------------------------- --------------- --------------- --------------- ----------------
Mark J. Byrne * 0 10,050,000 0 10,050,000
---------------------------- --------------- --------------- --------------- ----------------
David A. Brown** 10,000 10,080,000 10,000 10,080,000
---------------------------- --------------- --------------- --------------- ----------------
* Mr. Byrne has provided capital to Haverford (Bermuda) Ltd., and he may be
deemed to have investment or voting control and may be deemed to
beneficially own 10,000,000 Common Shares of the issuer held of
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CUSIP No. G3529T105
record by Haverford (Bermuda) Ltd. 9,740,000 of these shares represent the
indirect proportionate interest of Mr. Byrne in the 10,000,000 Common
Shares of the issuer held of record by Haverford (Bermuda) Ltd., based upon
the proportionate contribution of the reporting person to the capital of
Haverford (Bermuda) Ltd. These shares are held through a trust for the
benefit of others and Mr. Byrne therefore disclaims beneficial ownership of
these shares. Rebecca Byrne, Mr. Byrne's wife, is the record holder of
50,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
Common Shares of the issuer. Mr. Byrne disclaims beneficial ownership of
the shares held by his wife.
** Mr. Brown has provided capital to Haverford (Bermuda) Ltd., and he may be
deemed to have investment or voting control and may be deemed to
beneficially own 10,000,000 Common Shares of the issuer held of record by
Haverford (Bermuda) Ltd. 260,000 of these shares represent the indirect
proportionate interest of Mr. Brown in the 10,000,000 Common Shares of the
issuer held of record by Haverford (Bermuda) Ltd., based upon the
proportionate contribution of the reporting person to the capital of
Haverford (Bermuda) Ltd. These shares are held through a trust for the
benefit of others and Mr. Brown therefore disclaims beneficial ownership of
these shares. In addition, Mr. Brown serves as the settlor of a trust that
is the owner of Leyton Limited, and Leyton Limited is the record holder of
80,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
Common Shares of the issuer. Mr. Brown disclaims beneficial ownership of
the shares held by Leyton Limited. Mr. Brown is also the record holder of
10,000 Common Shares of the issuer which were purchased through the
Directed Share Program in connection with the initial public offering of
the Common Shares of the issuer.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4 above.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable. Each of the Reporting Persons expressly disclaims
membership in a "group" as defined in Rule 13d-5 of the Exchange
Act.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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CUSIP No. G3529T105
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 2008
HAVERFORD (BERMUDA) LTD.
By: /s/ Mark J. Byrne
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Name: Mark J. Byrne
Title: Chairman
/s/ Mark J. Byrne
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Mark J. Byrne
/s/ David A. Brown
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David A. Brown
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CUSIP No. G3529T105
Exhibit I
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JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of the shares of Common Shares of Flagstone
Reinsurance Holdings Limited.
Dated: February 14, 2008
HAVERFORD (BERMUDA) LTD.
By: /s/ Mark J. Byrne
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Name: Mark J. Byrne
Title: Chairman
/s/ Mark J. Byrne
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Mark J. Byrne
/s/ David A. Brown
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David A. Brown
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