Sec Form 13G Filing - 683 Capital Partners LP filing for MAIDEN HLDGS NORTH AMERICA LTD (MHNC) - 2022-07-18

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

Maiden Holdings, Ltd.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

G5753U112

(CUSIP Number)

July 8, 2022

(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)

☐

Rule 13d-1(d)

 

 

1              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).

 

	1		NAME OF REPORTING PERSON
				683 Capital Partners, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY			< /td>	6		SHARED VOTING POWER
EACH
REPORTING							4,424,800
PERSON WITH				7		SOLE DISPOSITIVE POWER
							-0-
				8		SHARED DISPOSITIVE POWER
							4,424,800
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,424,800
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.08%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				683 Capital GP, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,424,800
PERSON WITH				7		SOLE DISPOSITIVE POWER
							-0-
				8		SHARED DISPOSITIVE POWER
							4,424,800
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,424,800
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.08%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				683 Capital Management, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,424,800
PERSON WITH				7		SOLE DISPOSITIVE POWER
							-0-
				8		SHARED DISPOSITIVE POWER
							4,424,800
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,424,800
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.08%
	12		TYPE OF REPORTING PERSON
				IA

  

 

	1		NAME OF REPORTING PERSON
				Ari Zweiman
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,424,800
PERSON WITH				7		SOLE DISPOSITIVE POWER
							-0-
				8		SHARED DISPOSITIVE POWER
							4,424,800
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,424,800
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.08%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

 

Maiden Holdings, Ltd., a Bermuda limited company (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

Ideation House

94 Pitts Bay Road

Pembroke HM08, Bermuda

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

 

683 Capital Partners, LP (“683 Partners”)

1700 Broadway, Suite 4200

New York, NY 10019

Citizenship: Delaware

 

683 Capital GP, LLC (“683 Capital GP”)

1700 Broadway, Suite 4200

New York, NY 10019

Citizenship: Delaware

 

683 Capital Management, LLC (“683 Management”)

1700 Broadway, Suite 4200

New York, NY 10019

Citizenship: Delaware

 

Ari Zweiman (“Mr. Zweiman”)

1700 Broadway, Suite 4200

New York, NY 10019

Citizenship: United States

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.01 par value per share (the “Common Stock”)

 

Item 2(e).

CUSIP Number:

 

G5753U112

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
			If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

(a)

Amount beneficially owned:

As of the close of business on July 18, 2022, 683 Partners directly beneficially owned 4,424,800 shares of Common Stock.

683 Capital GP, as the general partner of 683 Partners, may be deemed to beneficially own the 4,424,800 shares of Common Stock beneficially owned directly by 683 Partners.

683 Management, as the investment manager of 683 Partners, may be deemed to beneficially own the 4,424,800 shares of Common Stock beneficially owned directly by 683 Partners.

Mr. Zweiman, as the managing member of each 683 Management and 683 Capital GP, may be deemed to beneficially own the 4,424,800 shares of Common Stock beneficially owned directly by 683 Partners.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any securities owned by another Reporting Person. Each of 683 Capital GP, 683 Management and Mr. Zweiman disclaims beneficial ownership of the securities beneficially owned by 683 Partners, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b)

Percent of class:

The following percentages are based on a denominator of 87,058,833 shares of Common Stock outstanding as of May 5, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2022.

As of the close of business on July 18, 2022, (i) 683 Partners beneficially owned approximately 5.08% of the outstanding shares of Common Stock and (ii) each of 683 Capital GP, 683 Management and Mr. Zweiman may be deemed to beneficially own approximately 5.08% of the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

683 Capital GP, 683 Management and Mr. Zweiman share voting and dispositive power over the shares of Common Stock beneficially owned by 683 Partners.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 18, 2022

 

	683 CAPITAL PARTNERS, LP
	By:	683 CAPITAL GP, LLC General Partner
	By:	/s/ Ari Zweiman
		Name:	Ari Zweiman
		Title:	Managing Member

 

 

	683 CAPITAL GP, LLC
	By:	/s/ Ari Zweiman
		Name:	Ari Zweiman
		Title:	Managing Member

 

 

	683 CAPITAL MANAGEMENT, LLC
	By:	/s/ Ari Zweiman
		Name:	Ari Zweiman
		Title:	Managing Member

 

 

	/s/ Ari Zweiman
	Ari Zweiman