|
x
|
Rule 13d-1(b)
|
|
|
o
|
Rule 13d-1(c)
|
|
|
o
|
Rule 13d-1(d)
|
|
CUSIP No. L3466T104
|
13G
|
Page 2 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger Berman Group LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
5,657,818 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,657,818 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,657,818 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1 % (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
HC
|
||
|
CUSIP No. L3466T104
|
13G
|
Page 3 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NB Alternatives Advisers LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
5,657,818 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,657,818 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,657,818 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1 % (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
IA
|
||
|
CUSIP No. L3466T104
|
13G
|
Page 4 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NB Co-Investment Partners LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
4,705,737 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
4,705,737 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,705,737 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
PN
|
||
|
CUSIP No. L3466T104
|
13G
|
Page 5 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NB Co-Investment Associates LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
4,827,818 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
4,827,818 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,827,818 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
PN
|
||
|
Item 1(a)
|
Name of Issuer:
|
|
Flagstone Reinsurance Holdings, S.A.
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
65 Avenue de la Gare
|
|
|
L-1611 Luxembourg, Grand Duchy of Luxembourg
|
|
|
Item 2(a)
|
Name of Person Filing:
|
|
This statement is filed by: (i) Neuberger Berman Group LLC (“NBG”) with respect to shares of Common Stock, Par Value $0.01 Per Share (the “Shares”) of the Issuer beneficially owned by NB Co-Investment Partners LP (“NB Partners”) and certain affiliated investment funds of NBG, (ii) NB Alternatives Advisers LLC (“NB Alternatives”) with respect to Shares owned by NB Partners and certain affiliated investment funds of NBG, (iii) NB Partners with respect to Shares owned by it, and (iv) NB Co-Investment Associates LP (“NB Associates”) with respect to Shares owned by NB Partners.
|
|
|
NBG, NB Alternatives, NB Partners and NB Associates have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
|
|
|
Item 2(b)
|
Address or Principal Business Office:
|
|
The address of the principal business office of each reporting person is 605 Third Avenue New York, New York 10158.
|
|
|
Item 2(c)
|
Citizenship:
|
|
Each of NBG and NB Alternatives is a Delaware limited liability company. Each of NB Partners and NB Associates is a Delaware limited partnership.
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, Par Value $0.01 Per Share
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
L3466T104
|
|
|
Item 3
|
This statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), the person filing is a (j) “Group,” in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon the 70,058,168 Shares issued and outstanding as of November 4, 2011, as reported on the Issuer's quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended September 30, 2011.
|
|
|
As of the close of business on December 31, 2011:
|
|
|
1. NBG
|
|
|
(a) Amount beneficially owned: 5,657,818
|
|
|
(b) Percent of class: 8.1 %
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 5,657,818
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 5,657,818
|
|
|
2. NB Alternatives
|
|
|
(a) Amount beneficially owned: 5,657,818
|
|
|
(b) Percent of class: 8.1 %
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 5,657,818
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 5,657,818
|
|
|
3. NB Partners
|
|
|
(a) Amount beneficially owned: 4,705,737
|
|
|
(b) Percent of class: 6.7 %
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 4,705,737
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 4,705,737
|
|
|
4. NB Associates
|
|
|
(a) Amount beneficially owned: 4,827,818
|
|
|
(b) Percent of class: 6.9 %
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 4,827,818
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 4,827,818
|
|
|
NBG, NB Alternatives and NB Associates own directly no Shares. Pursuant to investment management agreements, NB Alternatives maintains investment and voting power with respect to the securities held by NB Partners and certain affiliated investment funds. NB Associates is the general partner of NB Partners and may be deemed to have beneficial ownership of the securities held by NB Partners. NBG controls each of NB Alternatives and NB Associates. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of NBG and NB Alternatives may be deemed to beneficially own 5,657,818 Shares (constituting approximately 8.1 % of the Shares outstanding). Each of NBG and NB Alternatives disclaims beneficial ownership of any of the securities covered by this statement.
|
|
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
|
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. o
|
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not Applicable
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
Not Applicable
|
|
|
Item 8
|
Identification and Classification of Members of the Group:
|
|
Not Applicable
|
|
|
Item 9
|
Notice of Dissolution of Group:
|
|
Not Applicable
|
|
|
Item 10
|
Certification:
|