Sec Form 4 Filing - RER Reinsurance Holdings, L.P. @ Argo Group International Holdings, Ltd. - 2007-08-07

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RER Reinsurance Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
Argo Group International Holdings, Ltd. [ AGIID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former10%owner.See footnote 4.
(Last) (First) (Middle)
777 MAIN STREET, SUITE 2250
3. Date of Earliest Transaction (MM/DD/YY)
08/07/2007
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 08/07/2007 C 100,904 ( 1 ) ( 2 ) A $ 0 101,154 D
Common Stock 08/07/2007 P 162,488 ( 1 ) ( 3 ) A 263,642 D
Series C Preferred Shares 08/07/2007 S 1,013.93 ( 1 ) ( 3 ) D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class C Convertible Common Shares ( 2 ) 08/07/2007 C 1,009,046 ( 2 ) ( 2 ) Common Shares 1,009,046 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RER Reinsurance Holdings, L.P.
777 MAIN STREET, SUITE 2250
FORT WORTH, TX76102
Former10%owner.See footnote 4.
Signatures
/s/ Melissa Parrish, Vice President and Treasurer for RER Reinsurance Holdings, L.P. 08/09/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the consummation of a merger on August 7, 2007 pursuant to which Argonaut Group, Inc. ("Argonaut") became a wholly owned subsidiary of PXRE Group Ltd. ("PXRE"), the Class C Convertible Common Shares and the Series C Preferred Shares (each of which RER Reinsurance Holdings, L.P. owned greater than 10% of) of RER Reinsurance Holdings, L.P. converted into common shares of PXRE. Immediately following the merger, PXRE shares split in a 1-for-10 reverse stock split and PXRE's name was changed to "Argo Group International Holdings, Ltd."
( 2 )The Class C Convertible Common Shares were convertible into common shares at any time on a one for one basis, and had no expiration date.
( 3 )The reporting person automatically converted upon consummation of the merger from 1,013.930 Series C Preferred Shares into 1,624,888 common shares (162,488 after reflecting the 1-for-10 reverse split described above) on August 7, 2007.

Remarks:
(4) The reporting person was the owner of greater than 10% of the Series C Preferred Shares and the Class C Convertible Common Shares prior to the merger, but was not the owner of greater than 10% of the common shares prior to or upon the merger.

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).

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