Saul A. Fox - May 24, 2021 Form 4 Insider Report for Global Indemnity Group, LLC (GBLI)

Role: Director, 10%+ Owner
Signature: /s/Stephen W. Ries, Attorney-in-Fact
Stock symbol: GBLI
Transactions as of: May 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/26/2021, 05:03 PM
Next filing: Jul 2, 2021

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	GBLI	Class B Common Shares	Other		-1.83M	-100%		0	May 24, 2021	Class A Common Shares	1.83M		See Footnote	F1, F2, F3, F4, F5, F6
transaction	GBLI	Class B Common Shares	Other		-1.88M	-100%		0	May 24, 2021	Class A Common Shares	1.88M		See Footnote	F1, F2, F3, F4, F5, F7
transaction	GBLI	Class B Common Shares	Other		+3.71M			3.71M	May 24, 2021	Class A Common Shares	3.71M		See Footnote	F1, F2, F3, F4, F5, F8
holding	GBLI	Class B Common Shares						66.4K	May 24, 2021	Class A Common Shares	66.4K		See Footnote	F1, F9
holding	GBLI	Class B Common Shares						121K	May 24, 2021	Class A Common Shares	121K		See Footnote	F1, F10
holding	GBLI	Class B Common Shares						51.9K	May 24, 2021	Class A Common Shares	51.9K		See Footnote	F1, F11
holding	GBLI	Class B Common Shares						44	May 24, 2021	Class A Common Shares	44		See Footnote	F1, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each B Common Share is convertible into one A Common Share.
F2	As previously reported on Form 4, on April 1, 2021, it was resolved that each of U.N. Holdings (Cayman), Ltd. ("UNH I") and U.N. Holdings (Cayman) II, Ltd. ("UNH II") be liquidated and all assets held by each of UNH I and UNH II be distributed to their respective shareholders in accordance with their respective Articles of Association, followed by the liquidation of, and distribution of all assets held by, the minority shareholders of UNH I and UNH II (collectively, the "Distributions"). Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Following completion of the Distributions, 3,806,896 Common Shares collectively held by UNH I and UNH II prior to the Distributions continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares are held by persons in which Mr. Fox has no beneficial interest.
F3	On April 5, 2021, in anticipation of the Distributions, (i) UNH I converted 93,080 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) UNH II converted 93,080 B Common Shares into A Common Shares (collectively, the "Conversions"). Beginning on April 8, 2021, in connection with the Distributions, all 203,612 A Common Shares previously owned by UNH I and UNH II were distributed to persons in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares that were distributed to persons in which Mr. Fox has no beneficial ownership interest. On April 12, 2021, in connection with the Distributions, UNH I and UNH II distributed 99,111 B Common Shares as follows: (i) 66,438 B Common Shares previously owned by UNH I and UNH II were distributed to
F4	Fox Paine Capital Fund II Co-Investors International, L.P. in respect of its equity interest in UNH I and UNH II, (ii) 18,509 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in UNH I and UNH II and (iii) 14,164 B Common Shares previously owned by UNH I and UNH II were distributed to FPC Investment GP in respect of its equity interest in UNH I and UNH II. On April 14, 2021, (i) Fox Paine Capital Fund II Co-Investors International, L.P. made a further distribution of the 66,438 B Common Shares received from UNH I and UNH II to FP International LPH, L.P. in respect of its equity interest in Fox Paine Capital Fund II Co-Investors International, L.P., (ii) FPC Investment GP made a further distribution of the 14,164 B Common Shares received from UNH I and UNH II to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in FPC Investment GP and
F5	(iii) Fox Paine Capital Fund II GP, LLC made a further distribution of the 14,164 B Common Shares received from FPC Investment GP pursuant to the foregoing clause (ii) and the 18,509 B Common Shares received from UNH I and UNH II to Fox Mercury Investments, LP. in respect of its equity interest in Fox Paine Capital Fund II GP, LLC. On May 24, 2021, UNH I and UNH II collectively distributed 3,707,785 B Common Shares to Fox Paine Capital Fund II International, L.P. ("Fund II") in respect of its equity interest in UNH I and UNH II. Fund II has no current intention to liquidate or to further distribute the Common Shares received by Fund II in the Distributions. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) did not change.
F6	Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by UNH I. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F7	Common Shares owned by UNH II. A majority of the outstanding share capital of UNH II is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by UNH II. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F8	Common Shares owned by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by FP International LPH, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F9	Common Shares owned by FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by FP International LPH, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F10	Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which, following the Distributions, holds 979,050 A Common Shares and 172,939 B Common Shares. Prior to the Distributions, Fox Mercury Investments, L.P. was an indirect owner of 32,673 B Common Shares held, collectively, by UNH I and UNH II, all of which such shares Fox Mercury Investments, L.P. received in the Distributions. The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F11	Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, following the Distributions, holds 979,050 A Common Shares and 172,939 B Common Shares. Prior to the Distributions, Fox Mercury Investments, L.P. was an indirect owner of 32,673 B Common Shares held, collectively, by UNH I and UNH II, all of which such shares Fox Mercury Investments, L.P. received in the Distributions. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F12	Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.