Gallatin Point Capital LLC - Oct 25, 2024 Form 4 Insider Report for Bowhead Specialty Holdings Inc. (BOW)

Role
Director, 10%+ Owner
Signature
GPC Partners Investments (SPV III) LP, By: GPC Partners GP LLC, its General Partner, By: Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner
Stock symbol
BOW
Transactions as of
Oct 25, 2024
Transactions value $
-$88,033,044
Form type
4
Date filed
10/29/2024, 05:45 PM
Previous filing
Jul 2, 2024
Next filing
Nov 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOW Common Stock Sale -$88M -3.18M -22.47% $27.70 11M Oct 25, 2024 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares were sold in connection with an underwritten public offering of the Issuer's Common Stock (including pursuant to the underwriters' exercise of their over-allotment option) at a net price per share of $27.695, after underwriting discounts and commissions.
F2 Shares held by GPC Fund. Gallatin Point Capital LLC ("Gallatin Point") is the manager of GPC Partners GP LLC ("GPC GP"), which is the general partner of GPC Fund. Matthew Botein 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. Each Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").
F3 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 Exchange Act. The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and each 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.

Remarks:

Matthew Botein, a Co-Founder and Managing Partner of Gallatin Point, serves on the board of directors of the Issuer, and has been deputized to represent the Reporting Persons on the Issuer's board of directors. By virtue of Mr. Botein's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Botein has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.