Sec Form 4 Filing - Sompo International Holdings Ltd. @ Blue Capital Reinsurance Holdings Ltd. - 2019-06-15

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 Sompo International Holdings Ltd. 2. Issuer Name and Ticker or Trading Symbol Blue Capital Reinsurance Holdings Ltd. [ BCRH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) WATERLOO HOUSE, 100 PITTS BAY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2019 (Street) PEMBROKE, D0HM08 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Shares 06/15/2019 M 2,763 A $ 6.84 417,032 D Common Shares 2,500,000 I See Footnote ( 1 )

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 Restricted Share Units ( 2 ) 06/15/2019 J( 3 ) 7,198 ( 4 ) ( 4 ) Common Shares 7,198 $ 0 13,671 D Restricted Share Units ( 2 ) 06/15/2019 M 2,763 ( 5 ) ( 5 ) Common Shares 2,763 $ 0 10,908 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sompo International Holdings Ltd. WATERLOO HOUSE 100 PITTS BAY ROAD PEMBROKE, D0HM08 X SOMPO HOLDINGS, INC. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0160-8338 X Sompo Japan Nipponkoa Insurance Inc. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0160-8338 X Signatures Sompo Holdings, Inc., By: /s/ John R. Charman, CEO of Overseas Insurance & Reinsurance Business 06/18/2019 Signature of Reporting Person Date SOMPO INTERNATIONAL HOLDINGS LTD., By /s/ John V. Del Col, General Counsel & Secretary 06/18/2019 Signature of Reporting Person Date Sompo Japan Nipponkoa Insurance Inc., By /s/ Yuji Kawauchi, Managing Executive Officer 06/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Owned by Endurance Specialty Insurance Ltd., a wholly-owned subsidiary of Sompo International Holdings Ltd. ( 2 )Each restricted share unit represents a contingent right to receive one Issuer common share. ( 3 )In accordance with agreements between Sompo International Holdings Ltd. ("SIH"), as successor in interest to Endurance Specialty Holdings Ltd., and Mr. Del Col and Mr. McGuire, respectively, all remuneration, including cash fees, restricted share units, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of the Issuer will be assigned or paid directly to SIH. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. SIH is an indirect, wholly-owned subsidiary of Sompo Holdings, Inc. and a direct, wholly-owned subsidiary of Sompo Japan Nipponkoa Insurance, Inc. ( 4 )These awards will vest in three equal tranches on June 15, 2020, 2021 and 2022, subject to Messrs. Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates. ( 5 )Mandatory conversion of previously granted restricted share units.

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).

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