Statement of Changes in Beneficial Ownership (4)
11 Janeiro 2023 - 7:07PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Madhu Sanjay |
2. Issuer Name and Ticker or Trading Symbol
OXBRIDGE RE HOLDINGS Ltd
[
OXBR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President |
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(Last)
(First)
(Middle)
SUITE 201, 42 EDWARD STREET, GEORGETOWN |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2023 |
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(Street)
GRAND CAYMAN, E9 KY1-9006
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | | | | | | | | 125231 | I | See Footnote (1) |
| Ordinary Shares | 1/9/2023 | | A(2) | | 40000 | A | $0 (2) | 80000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Share Options (right to buy) | $6 | | | | | | | (3) | 3/2/2031 | Ordinary Shares | 175000 | | 175000 | D | |
| Share Options (right to buy) | $2.00 | | | | | | | (3) | 3/16/2029 | Ordinary Shares | 200000 | | 200000 | D | |
| Share Options (right to buy) | $6.06 | | | | | | | (3) | 1/20/2027 | Ordinary Shares | 25000 | | 25000 | D | |
| Share Options (right to buy) | $6.00 | | | | | | | (3) | 1/16/2026 | Ordinary Shares | 25000 | | 25000 | D | |
| Share Options (right to buy) | $6.00 | | | | | | | (3) | 1/23/2025 | Ordinary Shares | 120000 | | 120000 | D | |
| Warrants to Purchase Ordinary Shares | $7.5 | | | | | | | (4) | 3/26/2024 | Ordinary Shares | 105000 | | 105000 | I | See footnote (1) |
| Warrants to Purchase Ordinary Shares | $7.5 | | | | | | | (4) | 3/26/2024 | Ordinary Shares | 98768 | | 98768 | I | See footnote (1) |
| Explanation of Responses: |
| (1) | Shares indirectly held in the name of Universal Finance and Investments, L.C., which is 100% owned by the Reporting Person. |
| (2) | Represents grant of restricted ordinary shares under the Issuer's 2021 Omnibus Incentive Plan. |
| (3) | These share options vest in increments of 6.25% each on a quarterly basis, commencing on the date granted, and continuing on April 1st, July 1st, October 1st and January 1st of each calendar year, over a four-year period. |
| (4) | Currently exercisable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Madhu Sanjay
SUITE 201, 42 EDWARD STREET
GEORGETOWN
GRAND CAYMAN, E9 KY1-9006 | X |
| CEO, President |
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Signatures
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| /s/ Sanjay Madhu | | 1/11/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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