Statement of Changes in Beneficial Ownership (4)
19 Januar 2022 - 10:46PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FOX SAUL A |
2. Issuer Name and Ticker or Trading Symbol
Global Indemnity Group, LLC
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GBLI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3 BALA PLAZA EAST, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/14/2022 |
(Street)
BALA CYNWYD, PA 19004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 B Common Shares | (1) | 1/14/2022 | | P (2) | | 763777 (2) | | (1) | (1) | Class A Common Shares | 3707785 | (2) | 3707785 | I | See Footnote (3) |
Class B Common Shares | (1) | | | | | | | (1) | (1) | Class A Common Shares | 66482 | | 66482 | I | See Footnote (4) |
Class B Common Shares | (1) | | | | | | | (1) | (1) | Class A Common Shares | 121057 | | 121057 | I | See Footnote (5) |
Class B Common Shares | (1) | | | | | | | (1) | (1) | Class A Common Shares | 51882 | | 51882 | I | See Footnote (6) |
Explanation of Responses: |
(1) | Each Class B Common Share ("B Common Share") of Global Indemnity Group, LLC ("Issuer") is convertible into one Issuer Class A Common Share ("A Common Share" and, together with B Common Shares, "Common Shares"). |
(2) | The reported securities are held by Fox Paine Capital Fund II International, L.P. ("Fund II"), a limited partnership in which Mr. Fox has an indirect pecuniary interest. On January 14, 2022, Mercury Assets Delaware, LLC, a limited liability company, was assigned by a limited partner of Fund II ("Assignor") Assignor's partnership interest representing a 20.6% interest in Fund II for an aggregate purchase price of $23,163,474.00 (the "Assignment"), which aggregate purchase price was allocable among Assignor's beneficial interest in cash and Common Shares held by Fund II and liabilities acquired as a result of the Assignment. The sole member of Mercury Assets Delaware, LLC is the Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. |
(3) | Common Shares owned by Fund II. The sole general partner of Fund II is FP International LPH, L.P. ("FPI LPH"). The sole general partner of FPI LPH is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by Fund 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. |
(4) | Common Shares owned by FPI LPH. The sole general partner of FPI LPH is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by FPI LPH. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
(5) | Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 172,939 B Common Shares. The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
(6) | Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 172,939 B Common Shares. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FOX SAUL A 3 BALA PLAZA EAST, SUITE 300 BALA CYNWYD, PA 19004 | X | X |
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Signatures
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/s/Stephen W. Ries, Attorney-in-Fact | | 1/19/2022 |
**Signature of Reporting Person | Date |
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