Form 4 for GBLI Global Indemnity Group, LLC
Accepted 2022-11-16 00:00:00 ET · period of report 2022-11-14 · accession 0001209191-22-057366 · 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 | 2022-11-16 | 2022-11-14 | GBLI | FOX SAUL A | Dir, 10% | C - Cnv Deriv | — | +153.6K | 66.5K | New | — |
| DMI | 2022-11-16 | 2022-11-14 | GBLI | FOX SAUL A | Dir, 10% | C - Cnv Deriv | — | -153.6K | 3.62M | -4% | — |
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 A Common Shares | 2022-11-14 | C | A | 87,112 | — | 87,112 | I See Footnote | — | — | (F2) On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. (F1) On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. (F3) Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC II. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
| 2 | Common | Class A Common Shares | 2022-11-14 | C | A | 66,482 | — | 66,482 | I See Footnote | — | — | (F2) On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. (F1) On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. (F4) Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
| 3 | Derivative | Class B Common Shares | 2022-11-14 | C | D | 66,482 | — | 0 | I See Footnote | — · — to — | 66,482 Class A Common Shares | (F2) On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. (F1) On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. (F4) Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. (F7) Each B Common Share is convertible into one A Common Share. |
| 4 | Derivative | Class B Common Shares | 2022-11-14 | C | D | 87,112 | — | 3,620,673 | I See Footnote | — · — to — | 87,112 Class A Common Shares | (F2) On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. (F1) On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. (F3) Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC II. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. (F7) Each B Common Share is convertible into one A Common Share. |