AMERICAN FAMILY MUTUAL INSURANCE COMPANY, S.I. - 23 May 2024 Form 3 Insider Report for Bowhead Specialty Holdings Inc. (BOW)

Role
Director, Other*, 10%+ Owner
Signature
American Family Mutual Insurance Company, S.I., By: /s/ Troy Van Beek, Chief Financial Officer
Issuer symbol
BOW
Transactions as of
23 May 2024
Net transactions value
$0
Form type
3
Filing time
23 May 2024, 19:23:38 UTC
Next filing
29 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BOW Common Stock 6,176,795 23 May 2024 (1)(2) F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BOW Option (right to buy) 23 May 2024 Common Stock 788,235 $17.00 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 American Family Mutual Insurance Company, SI's (AFMIC) pecuniary interest in the shares is held through its limited partnership interest in Bowhead Insurance Holdings LP, which directly owns the shares.
F2 GPC Partners Investments (SPV III) LP (GPC) and AMFIC are parties to a Voting Agreement, dated May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. The share ownership reported herein does not include any shares owned by GPC, and AFMIC disclaims membership in a group with GPC and disclaims beneficial ownership of any shares owned by GPC.
F3 Pursuant to a Call Option Agreement, dated May 22, 2024, with GPC.
F4 This assumes that the over-allotment option granted by the Issuer to the underwriters will not be exercised. To the extent it is exercised, the option will be increased by 2.5% of such additional shares issued, up to a maximum of 816,471 shares.

Remarks:

Troy Van Beek, the Chief Financial Officer and Treasurer of AFMIC, was nominated as a director of the Issuer in accordance with an Investor Matters Agreement between AFMIC and the Issuer. Accordingly, AFMIC may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.