SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1 )

SeaCube Container Leasing Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G79978105

(CUSIP Number)

12/31/10

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 (Continued on following pages)

Item 1(a).

Name of Issuer:

SeaCube Container Leasing Ltd.

Item 1(b).

Address of Issuer’s Principal Executive Office:

1 Maynard Drive
Park Ridge,NJ   07656
United States

Item 2(a).

Name of Person Filing:

Philadelphia Financial Management of San Francisco, LLC (“Philadelphia Financial”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

450 Sansome Street, Suite 1500

San Francisco, CA  94111

Item 2(c).

Citizenship:

Reference is made to Item 4 of Page 2 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.  

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

G79978105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

o

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

o

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

o

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

o

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

x

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

o

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

o

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

o

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

o

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

o

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

N/A

Item 5.

Ownership of Five Percent or Less of a Class:

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

N/A

Item 8.

Identification and Classification of Members of the Group:

N/A

Item 9.

Notice of Dissolution of Group:

N/A

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.