Matthew Botein - Jun 30, 2024 Form 4 Insider Report for Bowhead Specialty Holdings Inc. (BOW)

Signature
/s/ Matthew Botein
Stock symbol
BOW
Transactions as of
Jun 30, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 05:00 PM
Previous filing
May 23, 2024
Next filing
Oct 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOW Common Stock Other -270K -1.87% 14.1M Jun 30, 2024 See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In light of the performance of the Issuer's common stock following its initial public offering, the limited partnership agreement of Bowhead Insurance Holdings LP ("BIHL") was amended to increase the number of shares of Issuer common stock to be distributed to the holders of BIHL Class P interests upon dissolution of BIHL, thereby reducing the number of shares of Issuer common stock to be distributed to the holders of BIHL Class A interests (including GPC Partners Investments (SPV III) LP ("GPC Fund")) 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.
F2 GPC Fund and American Family Mutual Insurance Company, S.I. ("AFMIC") are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 under the Securities Exchange Act of 1934 (the "Exchange Act"). The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and the Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group.
F3 Represents GPC Fund's allocation of securities held directly by BIHL based on GPC Fund's ownership of limited partnership interests in BIHL. Bowhead Insurance GP LLC ("BIHL GP") is the general partner of BIHL. Through their interests in BIHL, and as a result of having certain voting and governance rights under the BIHL limited partnership agreement and BIHL GP limited liability company agreement, GPC Fund and AFMIC may be deemed to have shared voting and dispositive power over all of the securities held directly by BIHL (24,000,000 shares of common stock).
F4 Gallatin Point Capital LLC ("Gallatin Point") is the manager of GPC Partners GP LLC ("GPC GP"), which is the general partner of GPC Fund. The Reporting Person and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.