Oxbridge Re Holdings Limited (OXBR) Form 4/A OXBRIDGE RE / Sanjay Madhu ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Madhu Sanjay

(Last) (First) (Middle)

STRATHVALE HOUSE, 2ND FLOOR

90 NORTH CHURCH STREET, P.O. BOX 469

(Street)

GRAND CAYMAN E9 KY1-9006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OXBRIDGE RE HOLDINGS Ltd [ OXBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/08/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Ordinary Shares	06/06/2016		P		2,000	A	$5.17	85,231(1)	I	See Footnote(2)
Ordinary Shares								40,000(3)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants	$7.5							(4)	05/31/2018	Ordinary Shares	105,000		105,000	I	See Footnote(2)
Warrants	$7.5							(4)	03/31/2019	Ordinary Shares	98,768		98,768	I	See Footnote(2)
Share Options (right to buy)	$6							(5)	01/23/2025	Ordinary Shares	120,000		120,000	D
Share Options (right to buy)	$6							(5)	01/16/2026	Ordinary Shares	25,000		25,000	D

Explanation of Responses:

1. This amended Form 4 is being filed to restate the Form 4 filed on June 8, 2016 to include all holdings and to correct the total number of ordinary shares held by Universal Finance and Investments, L.C. following the reported transaction.

2. Shares indirectly held in the name of Universal Finance and Investments, L.C. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the reporting person's pecuniary interest in such securities.

3. Includes restricted shares granted January 23, 2015 that vest in increments of 6.25% each on a quarterly basis over a four-year period, commencing on the date granted, and continuing on April 1st, July 1st, October 1st and January 1st of each calendar year through to December 31, 2018.

4. Immediately exercisable.

5. These share options vest in increments of 6.25% each on a quarterly basis over a four-year period, commencing on the date granted, and continuing on April 1st, July 1st, October 1st and January 1st of each calendar year through to December 31, 2018.

	/s/ Curt P. Creely, Attorney-in-Fact for Sanjay Madhu	06/13/2016
	** Signature of Reporting Person	Date
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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