AMERICAN FAMILY MUTUAL INSURANCE COMPANY, S.I. - 30 Jun 2024 Form 4 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
30 Jun 2024
Net transactions value
$0
Form type
4
Filing time
02 Jul 2024, 16:35:33 UTC
Previous filing
29 May 2024
Next filing
29 Oct 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOW Common Stock Other -115,714 -1.9% 6,061,081 30 Jun 2024 (1) F1, F2, F3
* 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, S.I.'s (AFMIC) pecuniary interest in the shares is held through its limited partnership interest in Bowhead Insurance Holdings LP (BIHL), which directly owns the shares.
F2 In light of the performance of the Issuer's common stock following its initial public offering, the limited partnership agreement of BIHL was amended to adjust upward the number of shares of common stock to be distributed to the holders of BIHL Class P interests upon dissolution of BIHL, thereby reducing the number of shares to be distributed to the holders of BIHL Class A interests (including AMFIC) upon dissolution. This number is subject to adjustment based on the actual number of shares of Issuer common stock distributed after accounting for costs associated with the dissolution of BIHL
F3 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.

Remarks:

Troy Van Beek, the Chief Financial Officer and Treasurer of AFMIC, was nominated as a director of the Issuer pursuant to the Investor Matters Agreement, dated May 23, 2024, 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.