BSOF Master Fund L.P. - Nov 22, 2023 Form 4 Insider Report for Hamilton Insurance Group, Ltd. (HG)

Role
10%+ Owner
Signature
BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person
Stock symbol
HG
Transactions as of
Nov 22, 2023
Transactions value $
-$5,859,422
Form type
4
Date filed
11/27/2023, 04:30 PM
Previous filing
Nov 16, 2023
Next filing
May 10, 2024

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
transaction HG Class A Common Stock Sale -$5.54M -394K -4.37% $14.06* 8.63M Nov 22, 2023 Class B Common Stock 394K See Footnotes F1, F2, F4, F5, F6, F7
transaction HG Class A Common Stock Sale -$321K -22.8K -4.37% $14.06* 499K Nov 22, 2023 Class B Common Stock 22.8K See Footnotes F1, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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").
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").
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.
F6 Pursuant to the by-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.
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.