flagstone13da-101912.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.3)*

Flagstone Reinsurance Holdings, S.A.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

L3466T104
(CUSIP Number)

Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2012
(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 which 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 [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*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 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.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
1,999,214
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
1,999,214
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,999,214
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.8%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,561,415
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,561,415
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,561,415
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.0%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,561,415
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,561,415
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,561,415
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.0%
   
14.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

This statement is filed with respect to the common voting shares, $0.01 par value (the "Common Stock"), of Flagstone Reinsurance Holdings, S.A. (the "Issuer"), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA")(collectively, the "Reporting Persons") as of October 19, 2012 and amends and supplements the Schedule 13D filed on August 8, 2011, as previously amended (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.  


ITEM 3.Source and Amount of Funds or Other Consideration.

Elliott Working Capital                                  $15,857,742

Elliott International Working Capital           $28,453,883


ITEM 5.Interest in Securities of the Issuer.

(a)Elliott individually beneficially owns 1,999,214 shares of Common Stock.  The 1,999,214 shares of Common Stock individually beneficially owned by Elliott constitute 2.8% of the outstanding shares of Common Stock.

Elliott International and EICA beneficially own an aggregate of 3,561,415 shares of Common Stock, which constitute 5.0% of all of the outstanding shares of Common Stock.  

Collectively, Elliott, Elliott International and EICA beneficially own 5,560,629 shares of Common Stock constituting 7.8% of all of the outstanding shares of Common Stock.

(b)Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International.  Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.    


  ITEM 7.
Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)

Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days



 
 
 


SIGNATURES

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

Dated:  October 19, 2012

ELLIOTT ASSOCIATES, L.P.
By:     Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President


ELLIOTT INTERNATIONAL, L.P.
By:     Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President


ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President
 
 
 
 

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days


The following transactions were effected by Elliott Associates, L.P. during the past sixty (60) days:
 
Date
 
Security
 
Amount of Shs.
Bought (Sold)
 
Approx. Price per
Share (excl. of
Commissions)
 
19-Oct-2012 Common (8,750)   $9.121900  
18-Oct-2012 Common  (13,226)   $9.198900  
17-Oct-2012
Common
(16,667)
  
$9.159200
  
17-Oct-2012
Common
(7,630)
  
$9.160900
  
15-Oct-2012
Common
(12,263)
  
$8.924400
  
12-Oct-2012
Common
(8,750)
  
$8.900000
  
11-Oct-2012
Common
(8,750)
  
$8.924300
  
11-Oct-2012
Common
(1,030)
  
$8.940000
  
10-Oct-2012
Common
(8,750)
  
$8.908900
  
10-Oct-2012
Common
(700)
  
$8.920000
  
09-Oct-2012
Common
(3,763)
  
$8.969200
  
08-Oct-2012
Common
(25,000)
  
$8.936000
  
08-Oct-2012
Common
(25,000)
  
$8.930000
  
05-Oct-2012
Common
(12,659)
  
$8.900100
  
04-Oct-2012
Common
(8,750)
  
$8.802400
  
03-Oct-2012
Common
(78,789)
  
$8.667700
  
02-Oct-2012
Common
(25,000)
  
$8.699000
  
02-Oct-2012
Common
(25,000)
  
$8.700000
  
02-Oct-2012
Common
(50,000)
  
$8.693800
  
02-Oct-2012
Common
(71,211)
  
$8.690000
  

All of the above transactions were effected on the open market.




 
 
 

The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:

 
 
Date
 
 
Security
 
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl. of
Commissions)
 
19-Oct-2012 Common (16,250)   $9.121900  
18-Oct-2012 Common (24,563)   $9.198900  
17-Oct-2012
Common
(33,333)
  
$9.159200
  
17-Oct-2012
Common
(14,170)
  
$9.160900
  
15-Oct-2012
Common
(22,774)
  
$8.924400
  
12-Oct-2012
Common
(16,250)
  
$8.900000
  
11-Oct-2012
Common
(16,250)
  
$8.924300
  
11-Oct-2012
Common
(1,911)
  
$8.940000
  
10-Oct-2012
Common
(16,250)
  
$8.908900
  
10-Oct-2012
Common
(1,300)
  
$8.920000
  
09-Oct-2012
Common
(6,872)
  
$8.969200
  
04-Oct-2012
Common
(16,250)
  
$8.802400
  
 
All of the above transactions were effected on the open market.