OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per response...2.0
FORM 144 SEC USE ONLY
DOCUMENT SEQUENCE NO.
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 CUSIP NUMBER
WORK LOCATION
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order
with a broker to execute sale or executing a sale directly with a market maker
1 (a) NAME OF ISSUER (Please type or print) (b) IRS (c) S.E.C.
IDENT. NO. FILE NO.
Arch Capital Group Ltd.
061424716 000-26456
1(d)ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e)TELEPHONE
Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda
AREA CODE NUMBERS
203 862-4300
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Trident II, L.P.
(b) (c) (d)
IRS RELATIONSHIP ADDRESS STREET CITY STATE ZIP CODE
IDENT TO ISSUER
NO.98- C/O MMC Capital, Inc.
0208723 None 20 Horseneck Lane Greenwich CT 06830
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. identification Number and the S.E.C.
File Number.
3 (a) Title of (b) Name and SEC (c) Number (d) Aggregate (e) Number of (f) Approximate (g) Name of
the Class Address of USE of Market Value Shares or Date of Sale Each
of Each ONLY Shares (See instr. Other Units (See instr. Secutities
Securities Broker or Other 3(d)) Outstanding 3(f)) Exchange
To Be Through Units To (See instr. (MO. DAY (See instr.
Sold whom the Be Sold 3(e)) YR.) 3(g))
Securities (See
Are To Be instr.
Offered or 3(c))
Each
Market
Maker who
Is Broker-
Acquiring Dealer
the File
Securities Number
Merrill Lynch,
Pierce, Fenner Trade Date:
Common Shares, & Smith, Inc. December 9, 2002
par value $.01 250 Vesey Street Closing Date:
per share New York, NY 520,759 $16,872,591.60 27,586,184 December 12, 2002 NASDAQ NM
10080
INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuers's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or
member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold
(b) Name and Address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate
face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10
days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the
face amount thereof outstanding, as shown by the most recent report or statement
published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
TABLE I -- SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefore:
Name of Person from
Nature of Whom Acquired
Date you Acquisition (if gift, also give Amount of Securities Date of Nature of
Title of the Class Acquired Transaction date donor acquired) Acquired Payment Payment
1,549,710 Series A
Series A Convertible Convertible Preference
Preference Shares Shares
November 20, Purchased in a Issuer November 20, Cash
2001 private transaction Warrants to purchase 2001
163,971 Common Shares
INSTRUCTIONS:
1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table
or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or
if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in
full or the last installment paid.
2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short
positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information
with respect thereto.
TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold.
Title of Securities Amount of Securities
Name and Address of Seller Sold Date of Sale Sold Gross Proceeds
N/A* N/A N/A N/A N/A
REMARKS:
*Trident II, L.P. disclaims beneficial ownership of any shares of Arch Capital Group Ltd. owned by Marsh & McLennan Risk Capital
Holdings, Ltd. and expressly disclaims that Trident II, L.P. and Marsh & McLennan Risk Capital Holdings, Ltd. are members of a
"group" as such term is defined by Section 13D. Marsh & McLennan Risk Capital Holdings, Ltd. sold 335,500 shares during the last
three months. These sales involved securities eligible for resale under Rule 144(k).
INSTRUCTIONS: ATTENTION:
See the definition of "person" in paragraph (a) The person for whose account the securities
of Rule 144. Information is to be given not only to which this notice relates are to be sold
as to the person for whose account the hereby represents by signing this notice that
securities are to be sold but also as to all he does not know any material adverse
other persons included in that definition. In information in regard to the current and
addition, information shall be given as to sales prospective operations of the Issuer of the
by all persons whose sales are required by securities to be sold which has not been
paragraph (e) of Rule 144 to be aggregated with publicly disclosed.
sales for the account of the person filing this
notice.
Trident II, L.P.
By: Trident Capital II, L.P.
By: Marsh & McLennan, GP I, Inc.
12-12-2002 By: Richard A. Goldman
__________________________________ Title: Vice President
DATE OF NOTICE
/s/ Richard A. Goldman
__________________________________
(SIGNATURE)
The notice shall be signed by the person for whose account the securities are to be sold. At
least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures
ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)