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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
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OMB
Number:3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response… 10.4
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment No.
1)*
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Maiden
Holdings, Ltd.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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G5753U112
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(CUSIP
Number)
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December 31,
2009**
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(Date
of Event which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
___________________________________
* 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 the disclosures provided in a prior cover
page.
The information required in 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).
The Reporting Persons have previously
reported holdings of Common Stock of the Issuer on Schedule 13D.
** Beneficial
ownership information contained herein is given as of the date listed
above.
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Trafelet
Capital Management, L.P.
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [x]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization.
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
0
shares
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6 Shared
Voting Power
4,335,131
shares
Refer
to Item 4 below.
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
4,335,131
shares
Refer
to Item 4 below.
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,335,131
shares
Refer
to Item 4 below.
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] N/A
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11
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Percent
of Class Represented by Amount in Row (9)*
6.2%
Refer
to Item 4 below.
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12
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Type
of Reporting Person (See Instructions)
PN
(Limited Partnership)
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Trafelet
& Company, LLC
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [x]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization.
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
0
shares
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6 Shared
Voting Power
4,335,131
shares
Refer
to Item 4 below.
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
4,335,131
shares
Refer
to Item 4 below.
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,335,131
shares
Refer
to Item 4 below.
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] N/A
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11
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Percent
of Class Represented by Amount in Row (9)*
6.2%
Refer
to Item 4 below.
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12
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Type
of Reporting Person (See Instructions)
OO
(Limited Liability Company)
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Remy
Trafelet
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [x]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization.
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
0
shares
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6 Shared
Voting Power
4,335,131
shares
Refer
to Item 4 below.
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
4,335,131
shares
Refer
to Item 4 below.
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,335,131
shares
Refer
to Item 4 below.
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] N/A
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11
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Percent
of Class Represented by Amount in Row (9)*
6.2%
Refer
to Item 4 below.
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12
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Type
of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name
of Issuer
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Maiden
Holdings, Ltd.
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(b)
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Address
of Issuer’s Principal Executive Offices
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131
Front Street
Hamilton, HM 12
Bermuda
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Item 2.
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(a)
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Name
of Person Filing
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Trafelet
Capital Management, L.P.
Trafelet
& Company, LLC
Remy
Trafelet
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(b)
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Address
of Principal Business Office or, if none, Residence
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590
Madison Ave
37th
Floor
New
York, NY 10022
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(c)
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Citizenship
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Trafelet
Capital Management, L.P. - Delaware
Trafelet
& Company, LLC - Delaware
Remy
Trafelet - United States
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(d)
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Title
of Class of Securities
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Common
Stock
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(e)
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CUSIP
Number
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G5753U112
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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[
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
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Insurance
Company as defined in Section 3(a)(19) of the Act
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership***
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
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(a)
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Amount
Beneficially Owned***
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Trafelet
Capital Management, L.P. - 4,335,131 shares
Trafelet
& Company, LLC - 4,335,131 shares
Remy
Trafelet - 4,335,131 shares
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(b)
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Percent
of Class
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Trafelet
Capital Management, L.P. - 6.2%
Trafelet
& Company, LLC - 6.2%
Remy
Trafelet - 6.2%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote
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Trafelet
Capital Management, L.P. - 0 shares
Trafelet
& Company, LLC - 0 shares
Remy
Trafelet -0 shares
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(ii)
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shared
power to vote or to direct the vote
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Trafelet
Capital Management, L.P. - 4,335,131 shares
Trafelet
& Company, LLC - 4,335,131 shares
Remy
Trafelet - 4,335,131 shares
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(iii)
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sole
power to dispose or to direct the disposition of
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Trafelet
Capital Management, L.P. - 0 shares
Trafelet
& Company, LLC - 0 shares
Remy
Trafelet - 0 shares
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(iv)
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shared
power to dispose or to direct the disposition of
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Trafelet
Capital Management, L.P. - 4,335,131 shares
Trafelet
& Company, LLC - 4,335,131 shares
Remy
Trafelet - 4,335,131 shares
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***
Shares reported herein are held by several private investment funds for which
Trafelet Capital Management, L.P. serves as the investment
manager. Trafelet & Company, LLC serves as the general partner of
Trafelet Capital Management, L.P. and Remy Trafelet serves as managing member of
Trafelet & Company, LLC. Each of the Reporting Persons disclaims
beneficial ownership of the shares reported herein except to the extent of its
or his pecuniary interest therein.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the
Group
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item 10.
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Certification
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By signing below I certify that, to the
best of my 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.
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SIGNATURE
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.
February
11, 2010
TRAFELET
CAPITAL MANAGEMENT, L.P.
By:
Trafelet & Company, LLC,
its
General Partner
By: /s/ Remy
Trafelet
Remy
Trafelet, Managing Member
TRAFELET
& COMPANY, LLC
By: /s/ Remy
Trafelet
Remy
Trafelet, Managing Member
REMY
TRAFELET
By: /s/ Remy
Trafelet
Remy
Trafelet, individually
Exhibit
1
JOINT
FILING AGREEMENT
This Joint Filing Agreement, dated as
of February 11, 2010, is by and among Trafelet Capital Management, L.P.,
Trafelet & Company, LLC, and Remy Trafelet (collectively, the
"Filers").
Each of the Filers may be required to
file with the United States Securities and Exchange Commission a statement on
Schedule 13D and/or 13G with respect to shares of Common Stock of Maiden
Holdings, Ltd. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule
13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended,
the Filers hereby agree to file a single statement on Schedule 13D and/or 13G
(and any amendments thereto) on behalf of each of the Filers, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as
required by such rule.
This Joint Filing Agreement may be
terminated by any of the Filers upon written notice or such lesser period of
notice as the Filers may mutually agree.
Executed and delivered as of the date
first above written.
TRAFELET
CAPITAL MANAGEMENT, L.P.
By:
Trafelet & Company, LLC,
its
General Partner
By: /s/ Remy
Trafelet
Remy
Trafelet, Managing Member
TRAFELET
& COMPANY, LLC
By: /s/ Remy
Trafelet
Remy
Trafelet, Managing Member
REMY
TRAFELET
By: /s/ Remy
Trafelet
Remy
Trafelet, individually