| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SCOTTISH RE GROUP LTD [ SCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| 7.25% Convertible Cumulative Participating Preferred Shares | $0 | 06/05/2007 | J(1) | 500,000 | 06/05/2007 | (2) | Ordinary shares | 75,000,000 | $600 | 0 | D(3) | ||||
| 7.25% Convertible Cumulative Participating Preferred Shares | $0 | 06/05/2007 | J(1) | 320,460 | 06/05/2007 | (2) | Ordinary shares | 48,069,000 | $600 | 320,460 | I | By Benton Street Partners I, L.P.(1) | |||
| 7.25% Convertible Cumulative Participating Preferred Shares | $0 | 06/05/2007 | J(1) | 44,873 | 06/05/2007 | (2) | Ordinary shares | 6,730,950 | $600 | 44,873 | I | By Benton Street Partners II, L.P.(1) | |||
| 7.25% Convertible Cumulative Participating Preferred Shares | $0 | 06/05/2007 | J(1) | 134,667 | 06/05/2007 | (2) | Ordinary shares | 20,200,050 | $600 | 134,667 | I | By Benton Street Partners III, L.P.(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the terms of Assignment and Assumption Agreements between MassMutual Capital Partners LLC and each of Benton Street Partners I, L.P., Benton Street Partners II, L.P. and Benton Street Partners III, L.P. (collectively, the "Funds"), the Preferred Shares were assigned to the Funds. The general partner of the Funds is Benton Street Advisors, Inc., which, like MassMutual Capital Partners LLC, is an indirect wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company. |
| 2. There is no expiration date applicable to the shares. |
| 3. The securities reported as being directly and indirectly beneficially owned by MassMutual Capital Partners LLC are also indirectly beneficially owned by Massachusetts Mutual Life Insurance Company. MassMutual Capital Partners LLC is an indirect wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company. |
| Remarks: |
| /s/ Larry N. Port, President of MassMutual Capital Partners LLC | 06/07/2007 | |
| /s/ Rodney J. Dillman, Corporate Vice President and Associate General Counsel of Massachusetts Mutual Life Insurance Company | 06/07/2007 | |
| ** 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 Number. | ||