UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
MAIDEN HOLDINGS, LTD.
(Name of Issuer)
Common Shares, $.01 par value
(Title of Class of Securities)
G5753U112
(CUSIP Number)
with copies to:
Maiden Holdings, Ltd.
131 Front Street, 2nd Floor
Hamilton HM 12 Bermuda
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .
* 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 (the “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).
Cusip No. G5753U112
| 1 | NAME OF REPORTING PERSON: | |
| Leah Karfunkel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (See Instructions) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS: | |
| PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States of America |
| Number of | 7 | SOLE VOTING POWER: | |
| Shares | |||
| Beneficially | 5,500,470 | ||
| Owned by | 8 | SHARED VOTING POWER: | |
| Each | |||
| Trustee | 1,292,130 (1) | ||
| With: | 9 | SOLE DISPOSITIVE POWER: | |
| 5,500,470 | |||
| 10 | SHARED DISPOSITIVE POWER: | ||
| 1,292,130 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 6,792,600 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDE CERTAIN SHARES (See Instructions) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 9.1% (1) | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions): | |
| IN |
| (1) | Leah Karfunkel disclaims beneficial ownership of 1,292,130 of these shares held by the HOD Foundation (“HOD”), a charitable foundation. |
This Amendment No. 6 on Schedule 13D (the “Schedule 13D”) is being filed by the undersigned to amend the Schedule 13D/A filing made on August 11, 2015. The purpose of this filing is to report the updated beneficial ownership percentage relating to her service as co-trustee of the Michael Karfunkel Family 2005 Trust (the “Family Trust”) and as a result of the distribution of the Issuer’s Common Shares to Leah Karfunkel as beneficiary of Michael Karfunkel’s estate. Except as specifically amended and supplemented by this Amendment No. 6, the Schedule 13D remains in full force and effect. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 1. Security and Issuer.
The title and class of equity security to which this Amendment No. 6 to Schedule 13D relates is the Common Shares, par value $.01 per share (the “Common Shares”), of Maiden Holdings, Ltd., an insurance holding company organized under the laws of Bermuda (the “Issuer”). The address of the Issuer’s principal executive offices is 131 Front Street, 2nd Floor, Hamilton HM12 Bermuda.
Item 2. Identity and Background.
This report is being filed by Leah Karfunkel (the “Reporting Person”), with a business address of 59 Maiden Lane, New York, New York 10038. The Reporting Person is a citizen of the United States of America. The Reporting Person is a private investor.
During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The purpose of this filing is to report the updated beneficial ownership percentage relating to her service as co-trustee of the Family Trust and as a result of the distribution of Common Shares to the Reporting Person as beneficiary of Michael Karfunkel’s estate after Mr. Karfunkel’s passing in April 2016.
The Family Trust holds 5,500,470 Common Shares. The Reporting Person and Barry Zyskind serve as co-trustees of the Family Trust. On June 20, 2016, the Reporting Person and Mr. Zyskind executed a Limited Power of Attorney pursuant to which Mr. Zyskind appointed the Reporting Person as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over 2,300,470 of the Common Shares held by the Family Trust, and the Reporting Person appointed Mr. Zyskind as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over 3,200,000 of the Common Shares held by the Family Trust.
On June 21, 2016, the Reporting Person, individually, received 3,200,000 Common Shares from Michael Karfunkel’s estate.
The Reporting Person is also a trustee of HOD, a charitable foundation, which holds 1,292,130 Common Shares. The Reporting Person disclaims beneficial ownership of the 1,292,130 Common Shares that she holds indirectly as a trustee of HOD.
Item 5. Interest in Securities of the Issuer.
| (a) | As of the date hereof, the Reporting Person beneficially owned 3,200,000 Common Shares held individually, 2,300,470 Common Shares as a result of serving as co-trustee of the Family Trust, and 1,292,130 Common Shares held by HOD. The Reporting Person disclaims beneficial ownership of the 1,292,130 Common Shares that she holds indirectly as a trustee of HOD. |
| (b) | As of the date hereof, the Reporting Person had sole voting and dispositive power with respect to 3,200,000 Common Shares held directly by the Reporting Person and 2,300,470 Common Shares as a result of serving as co-trustee of the Family Trust, and shared voting and dispositive power with respect to the 1,292,130 Common Shares held as a trustee of HOD. |
| (c) | None. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Barry Zyskind and Leah Karfunkel executed a Limited Power of Attorney as authorized by the Family Trust, pursuant to which Mr. Zyskind appointed Leah Karfunkel as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over 2,300,470 of the Common Shares held by the Family Trust, and Ms. Karfunkel appointed Mr. Zyskind as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over 3,200,000 of the Common Shares held by the Family Trust.
Item 7. Materials To Be Filed As Exhibits.
Exhibit 99.1 – Limited Power of Attorney, dated June 20, 2016, executed by Barry D. Zyskind and Leah Karfunkel.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
June 22, 2016
| LEAH KARFUNKEL | |||
| By: | /s/ Leah Karfunkel | ||
Exhibit 99.1
LIMITED POWER OF ATTORNEY
WHEREAS, Michael Karfunkel (“Grantor”), Leah Karfunkel (“Mrs. Karfunkel”) and Barry Zyskind (“Mr. Zyskind,” and together with Mrs. Karfunkel, the “Trustees”) each is a party to a trust agreement, dated as of March 28, 2005 (the “Trust”); and
WHEREAS, paragraph (E) of clause FIFTH of the Agreement provides that any Trustee may, by revocable power of attorney, delegate to one or more of the co-Trustees then in office the full exercise of all or any powers granted by any provision of the Agreement to the Trustees;
WHEREAS, pursuant to a Limited Power of Attorney dated July 28, 2015 (the “2015 POA”), Mr. Zyskind granted a power of attorney to Mrs. Karfunkel with respect to the exercise of voting and investment power with respect to certain of the assets held by the Trust;
WHEREAS, the Trustees desire to modify the 2015 POA solely with respect to the 5,500,470 shares of common stock of Maiden Holdings Ltd. (”MHLD”) held by the Family Trust, it being understood that the 2015 POA shall remain in full force and effect in all other respects;
NOW THEREFORE, know all by these presents, that:
(A) Mr. Zyskind hereby makes, constitutes and appoints Mrs. Karfunkel, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of Mr. Zyskind to:
(1) exercise sole and exclusive voting power with respect to 2,300,470 shares of MHLD common stock held by the Trust;
(2) exercise sole and exclusive investment power, including dispositive power, with respect to 2,300,470 shares of MHLD common stock held by the Trust; and
(3) perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable in connection with the foregoing.
(B) Mrs. Karfunkel hereby makes, constitutes and appoints Mr. Zyskind, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of Mrs. Karfunkel to:
(1) exercise sole and exclusive voting power with respect to the remaining 3,200,000 shares of MHLD common stock held by the Trust;
(2) exercise sole and exclusive investment power, including dispositive power, with respect to the remaining 3,200,000 shares of MHLD common stock held by the Trust; and
(3) perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable in connection with the foregoing.
Each grantor of a power of attorney hereunder hereby gives and grants the appointed attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the grantor of the power of attorney, shall lawfully do or cause to be done by virtue of this Power of Attorney.
This Power of Attorney shall remain in full force and effect and may only be revoked by each of the undersigned upon 75 days’ prior written and signed notice to the attorney-in-fact.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 20th day of June, 2016.
| /s/ Leah Karfunkel | |
| Leah Karfunkel, Trustee | |
| /s/ Barry Zyskind | |
| Barry Zyskind, Trustee |
| STATE OF NEW YORK | ) | |
| ) | ||
| COUNTY OF NEW YORK | ) |
On this 20th day of June, 2016, Leah Karfunkel personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
| /s/ Jeffrey A. Weissmann | ||
| Notary Public | ||
| My Commission Expires: | 3/1/20 | |
| STATE OF NEW YORK | ) | |
| ) | ||
| COUNTY OF NEW YORK | ) |
On this 20th day of June, 2016, Barry Zyskind personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
| /s/ Jeffrey A. Weissmann | ||
| Notary Public | ||
| My Commission Expires: | 3/1/20 | |