Form SCHEDULE 13D/A GREENLIGHT CAPITAL RE, Filed by: EINHORN DAVID
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
GREENLIGHT CAPITAL RE, LTD. (Name of Issuer) |
Ordinary Shares, par value $0.10 (Title of Class of Securities) |
(CUSIP Number) |
Andrew Weinfeld, Esq. DME Capital Management, LP, 140 East 45th Street, 24th Floor New York, NY, 10017 212-973-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/01/2026 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“Act”) 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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
EINHORN DAVID | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,254,715.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DME 2022 Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,864,227.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
The David M. Einhorn 2021-07 Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,390,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Trust
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.10 |
| (b) | Name of Issuer:
GREENLIGHT CAPITAL RE, LTD. |
| (c) | Address of Issuer's Principal Executive Offices:
65 Market Street, Suite 1207, Jasmine Couirt, P.O. Box 31110, Camana Bay,
CAYMAN ISLANDS
, 000000. |
| Item 2. | Identity and Background |
| (a) | This Amendment is being filed by David Einhorn, DME 2022 Holdings, LLC, a Delaware limited liability company (the "LLC"), and The David M. Einhorn 2021-07 Family Trust, a trust governed by the laws of New York (the "Trust"). Mr. Einhorn is the sole Manager of the LLC. Mr. Einhorn is a Special Trustee of the Trust, the beneficiaries of which are Mr. Einhorn's children. Mr. Einhorn, the LLC and the Trust are referred to herein, collectively, as the "Reporting Persons." The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any of the Ordinary Shares ("Ordinary Shares") of Greenlight Capital Re, Ltd. (the "Company") reported herein, and each of the Reporting Persons disclaims all such beneficial ownership except to the extent of his or its pecuniary interest in any such shares. Mr. Einhorn, a Director of the Issuer. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D filed by the Reporting Persons with respect to the Ordinary Shares, as amended, is supplemented as follows:
In order to reduce the likelihood of any adverse tax consequences to holders of Ordinary Shares due to the repurchase of Ordinary Shares made by the Company pursuant to and in accordance with the Company's Rule 10b5-1 repurchase agreement, on June 1, 2026 the Company and the Trust entered into an Ordinary Share Repurchase Agreement (the "Agreement"), pursuant to which the Company agreed to repurchase from the Trust and the Trust agreed to sell to the Company, on August 3, 2026, a number of Ordinary Shares calculated pursuant to the Agreement at the weighted average price per share determined pursuant to the Agreement.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information in Item 1 regarding the Agreement is incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 7, 2023.
Exhibit 99.2 Ordinary Share Repurchase Agreement, dated June 1, 2026, by and between the Company and the Trust, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 1, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this report on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Mr. Einhorn and other reporting persons with respect to the common units of CONSOL Coal Resources LP, is hereby incorporated by reference. |
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