Form 4 for HG Hamilton Insurance Group, Ltd.

Accepted 2023-11-16 00:00:00 ET · period of report 2023-11-14 · accession 0000899243-23-020408 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2023-11-16	2023-11-14	HG	Blackstone Alternative Solutions L.L.C.	10%	S - Sale	$14.06	-972.0K	0	-100%	-$13.67M
DMI	2023-11-16	2023-11-14	HG	Blackstone Alternative Solutions L.L.C.	10%	S - Sale	$14.06	-1.46M	522.1K	-74%	-$20.51M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class B Common Stock	2023-11-14	S	D	918,789	$14.06	0	I See Footnotes	—	—	(F1) This amount represents the $15.00 initial public offering price per share of Class B Common Stock of Hamilton Insurance Group, Ltd. (the "Issuer"), less the underwriting discount of $0.9375 per share. (F2) Reflects securities of the Issuer held directly by BSOF Master Fund L.P., a Cayman Islands exempted limited partnership ("BSOF"). (F5) (continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (F7) Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. (F4) Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
2	Common	Class B Common Stock	2023-11-14	S	D	53,182	$14.06	0	I See Footnotes	—	—	(F1) This amount represents the $15.00 initial public offering price per share of Class B Common Stock of Hamilton Insurance Group, Ltd. (the "Issuer"), less the underwriting discount of $0.9375 per share. (F4) Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. (F5) (continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (F7) Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. (F3) Reflects securities of the Issuer held directly by BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership ("BSOF II", and together with BSOF, the "BSOF Funds").
3	Derivative	Class A Common Stock	2023-11-14	S	D	1,378,793	$14.06	9,019,337	I See Footnotes	— · — to —	1,378,793 Class B Common Stock	(F6) Pursuant to the bye-laws of the Issuer, each Class A Common Share sold by the BSOF Funds converted automatically into one Class B Common Share upon transfer. Each remaining Class A Common Share held by the BSOF Funds will convert automatically into one Class B Common Share upon any transfer (except for transfers to a permitted transferee as defined in the bye-laws of the Issuer), whether or not for value. (F1) This amount represents the $15.00 initial public offering price per share of Class B Common Stock of Hamilton Insurance Group, Ltd. (the "Issuer"), less the underwriting discount of $0.9375 per share. (F2) Reflects securities of the Issuer held directly by BSOF Master Fund L.P., a Cayman Islands exempted limited partnership ("BSOF"). (F5) (continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (F7) Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. (F4) Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
4	Derivative	Class A Common Stock	2023-11-14	S	D	79,808	$14.06	522,062	I See Footnotes	— · — to —	79,808 Class B Common Stock	(F6) Pursuant to the bye-laws of the Issuer, each Class A Common Share sold by the BSOF Funds converted automatically into one Class B Common Share upon transfer. Each remaining Class A Common Share held by the BSOF Funds will convert automatically into one Class B Common Share upon any transfer (except for transfers to a permitted transferee as defined in the bye-laws of the Issuer), whether or not for value. (F1) This amount represents the $15.00 initial public offering price per share of Class B Common Stock of Hamilton Insurance Group, Ltd. (the "Issuer"), less the underwriting discount of $0.9375 per share. (F4) Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. (F5) (continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (F7) Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. (F3) Reflects securities of the Issuer held directly by BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership ("BSOF II", and together with BSOF, the "BSOF Funds").