Saul A. Fox - Nov 14, 2022 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
Nov 14, 2022
Transactions value $
$0
Form type
4
Date filed
11/16/2022, 04:48 PM
Previous filing
Oct 4, 2022
Next filing
Nov 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GBLI Class A Common Shares Conversion of derivative security +87.1K 87.1K Nov 14, 2022 See Footnote F1, F2, F3
transaction GBLI Class A Common Shares Conversion of derivative security +66.5K 66.5K Nov 14, 2022 See Footnote F1, F2, F4
holding GBLI Class A Common Shares 1.73M Nov 14, 2022 See Footnote F5
holding GBLI Class A Common Shares 294K Nov 14, 2022 See Footnote F6

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 Conversion of derivative security -87.1K -2.35% 3.62M Nov 14, 2022 Class A Common Shares 87.1K See Footnote F1, F2, F3, F7
transaction GBLI Class B Common Shares Conversion of derivative security -66.5K -100% 0 Nov 14, 2022 Class A Common Shares 66.5K See Footnote F1, F2, F4, F7
holding GBLI Class B Common Shares 121K Nov 14, 2022 Class A Common Shares 121K See Footnote F5, F7
holding GBLI Class B Common Shares 51.9K Nov 14, 2022 Class A Common Shares 51.9K See Footnote F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest.
F2 On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 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) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change.
F3 Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC 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.
F4 Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. 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.
F5 Includes 1,041,168 A Common Shares held by Mercury Assets Delaware LLC and Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 172,939 B Common Shares. 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.
F6 Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, holds 979,050 A Common Shares and 172,939 B Common Shares. 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.
F7 Each B Common Share is convertible into one A Common Share.