Sec Form 4 Filing - CAPITAL Z FINANCIAL SERVICES FUND II LP @ Argo Group International Holdings, Ltd. - 2007-08-07

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 CAPITAL Z FINANCIAL SERVICES FUND II LP 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) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10%owner.See footnote 7 (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2007 (Street) NEW YORK, NY10003 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 A 400 ( 1 ) ( 2 ) A $ 0 2,150 I See footnote ( 2 ) ( 3 ) Common Stock 08/07/2007 C 440,523 ( 4 ) ( 5 ) A $ 0 622,341 I See footnote ( 3 ) Common Stock 08/07/2007 P 507,777 ( 4 ) ( 6 ) A 507,777 D ( 3 ) Series A Preferred Shares 08/07/2007 S 3,168.533 ( 4 ) ( 6 ) D 0 D ( 3 )

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 A Convertible Common Shares ( 5 ) 08/07/2007 C 4,405,238 ( 5 ) ( 5 ) Common Shares 4,405,238 $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAPITAL Z FINANCIAL SERVICES FUND II LP 230 PARK AVENUE SOUTH 11TH FLOOR NEW YORK, NY10003 X Former 10%owner.See footnote 7 Signatures /s/ Dianna Mitchell, power of attorney for Capital Z Financial Services Fund II, L.P. 08/09/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Under the terms of the PXRE Group Ltd. Non-Employee Director Deferred Stock Plan (the "Plan"), 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"), each non-employee director received a grant of 2,000 PXRE common shares. 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 Plan permits certain directors to cause common shares to be granted directly to their employers (or to affiliates of their employers) subject to the same terms and conditions under the Plan as would apply if the director had retained such common shares personally. Capital Z Management, LLC is the employer of Bradley Cooper and Jonathan Kelly. Mr. Cooper and Mr. Kelly were each granted 200 PXRE common shares (giving effect to the reverse stock split described in footnote (1) above) and have caused such common shares to be granted directly to Capital Z Management, LLC. Mr. Kelly resigned from the board as of the effective time of the merger and Mr. Cooper will remain as the Capital Z Financial Services Fund II, L.P. ("Capital Z") designee to the PXRE board of directors. ( 3 )Each of Capital Z Management, LLC and Capital Z disclaims beneficial ownership of the reported PXRE common shares except to the extent of its pecuniary interest therein, and the inclusion of such common shares in this report shall not be deemed an admission of beneficial ownership of such common shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 4 )Upon the consummation of the merger on August 7, 2007, the Class A Convertible Common Shares and the Series A Preferred Shares (each of which Capital Z owned greater than 10% of) of Capital Z converted into common shares of PXRE. ( 5 )The Class A Convertible Common Shares were convertible into common shares at any time on a one for one basis, and had no expiration date. Approximately 99.5% of these shares are held by CapZ PXRE Holdings, LLC (a subsidiary of the reporting person), with the reminder held by CapZ PXRE Holdings Private (another affiliate of the reporting person). ( 6 )The reporting person automatically converted upon consummation of the merger from 3,168.533 Series A Preferred Shares into 5,077,776 common shares (507,777 after reflecting the 1-for-10 reverse stock split described above) on August 7, 2007.Approximately 0.5% of these shares are held by Capital Z Financial Services Privet Fund II, L.P., an affiliate of the reporting person.

Remarks: (7) The reporting person was the owner of greater than 10% of the Series A Preferred Shares and (indirectly) the Class A Convertible Common Shares prior to the merger, but was not (including collectively with its affiliates) the owner of greater than 10% of the common shares prior to or immediately subsequent to the merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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