Edgar Filing: Dutton Stephen C.

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0362

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1. Name and Address of Reporting Person ^*

Dutton Stephen C.

2. Issuer Name and Ticker or Trading Symbol
Third Point Reinsurance Ltd. [TPRE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O KELSO & COMPANY,Â 320 PARK AVENUE, 24TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

(Street)

NEW YORK,Â NYÂ 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/01/2018	Â	S4⁽¹⁾	95,819	D	$ 13.688 ⁽²⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/02/2018	Â	S4⁽¹⁾	152,680	D	$ 13.5355 ⁽⁹⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/03/2018	Â	S4⁽¹⁾	224,519	D	$ 13.55 ⁽¹⁰⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/06/2018	Â	S4⁽¹⁾	239,012	D	$ 13.5328 ⁽¹¹⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/07/2018	Â	S4⁽¹⁾	6,800	D	$ 13.5007 ⁽¹²⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/17/2018	Â	S4⁽¹⁾	1,000,000	D	$ 13.15	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/20/2018	Â	S4⁽¹⁾	8,922	D	$ 13.5	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/21/2018	Â	S4⁽¹⁾	52,861	D	$ 13.5	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/22/2018	Â	S4⁽¹⁾	80,739	D	$ 13.5163 ⁽¹²⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/23/2018	Â	S4⁽¹⁾	4,200	D	$ 13.5	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/24/2018	Â	S4⁽¹⁾	122,021	D	$ 13.5	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/27/2018	Â	S4⁽¹⁾	123,704	D	$ 13.5016 ⁽¹²⁾	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/28/2018	Â	S4⁽¹⁾	19,749	D	$ 13.5	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership
Common Shares	08/31/2018	Â	S4⁽¹⁾	1,500,000	D	$ 13.35	6,368,964	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	By Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dutton Stephen C. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Edgerton Matthew S. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Kim John K C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Mannix Henry III C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Howard A. Matlin, Attorney-in-Fact for Stephen C. Dutton		02/12/2019
^**Signature of Reporting Person		Date
/s/ Howard A. Matlin, Attorney-in-Fact for Matthew S. Edgerton		02/12/2019
^**Signature of Reporting Person		Date
/s/ Howard A. Matlin, Attorney-in-Fact for John K. Kim		02/12/2019
^**Signature of Reporting Person		Date
/s/ Howard A. Matlin, Attorney-in-Fact for Henry Mannix III		02/12/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 5 reports transactions which should have been reported on Form 4 during the previous fiscal year but were inadvertently not reported.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $14.3500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
(3)	Reflects 5,223,802 common shares held directly by KIA TP Holdings, L.P. ("KIA TP") and 945,846 common shares held directly by KEP TP Holdings, L.P. ("KEP TP").
(4)	Kelso GP VIII (Cayman) Ltd. ("GP VIII LTD") is the general partner of Kelso GP VIII (Cayman), L.P. ("GP VIII LP", and, together with GP VIII LTD and KIA TP, the "KIA Entities"). GP VIII LP is the general partner of KIA TP. KEP VI (Cayman) GP Ltd. ("KEP VI GP LTD", and, together with KEP TP, the "KEP Entities") is the general partner of KEP TP. The KIA Entities and the KEP Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KEP Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose.
(5)	Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP VIII LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LP and KIA TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP VIII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and KIA TP, except, in the case of KIA TP, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
(6)	KIA TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and GP VIII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
(7)	Each of the KEP Entities, due to their common control, could be deemed to beneficially own each other's securities. KEP VI GP LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KEP TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI GP LTD, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.
(8)	Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Stephen C. Dutton, Matthew S. Edgerton, John K. Kim, Henry Mannix III and Howard A. Matlin (the "Kelso Individuals") may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VIII LTD, GP VIII LP, KIA TP, KEP VI GP LTD, and KEP TP, by virtue of their status as directors of GP VIII LTD and KEP VI GP LTD, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of the Kelso Individuals is the beneficial owner of these securities for any purpose.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.7000, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.6250, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.5000 to $13.5500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 5.
Â Remarks: BecauseÂ anÂ electronicallyÂ filedÂ jointÂ filingÂ isÂ limitedÂ toÂ aÂ maximumÂ ofÂ tenÂ reportingÂ persons,Â thisÂ FormÂ 5Â isÂ oneÂ ofÂ threeÂ filedÂ todayÂ reportingÂ onÂ theÂ sameÂ securitiesÂ byÂ theÂ followingÂ jointÂ filers:Â KIAÂ TPÂ Holdings,Â L.P.;Â KEPÂ TPÂ Holdings,Â L.P.;Â KelsoÂ GPÂ VIIIÂ (Cayman)Â Ltd.;Â KelsoÂ GPÂ VIIIÂ (Cayman),Â L.P.;Â KEPÂ VIÂ (Cayman)Â GPÂ Ltd.;Â FrankÂ T.Â Nickell;Â ThomasÂ R.Â Wall,Â IV;Â GeorgeÂ E.Â Matelich;Â MichaelÂ B.Â Goldberg;Â DavidÂ I.Â Wahrhaftig;Â FrankÂ K.Â Bynum,Â Jr.;Â PhilipÂ E.Â Berney;Â FrankÂ J.Â Loverro;Â JamesÂ J.Â Connors,Â II;Â ChurchÂ M.Â Moore;Â StanleyÂ deÂ J.Â Osborne;Â ChristopherÂ L.Â Collins;Â A.Â LynnÂ Alexander;Â StephenÂ C.Â Dutton;Â MatthewÂ S.Â Edgerton;Â JohnÂ K.Â Kim;Â HenryÂ MannixÂ IIIÂ andÂ HowardÂ A.Â Matlin.

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