SEC Form 4 · accession 0001209191-15-058427
Global Indemnity Group, LLC · GBLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Saul A Fox
Director · 10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 10:20 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001494904
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13 | Jun 30, 2015 | A | 2,918 | $28.08 | A | 736,929 | I | See Footnote |
| Class A Ordinary SharesF3 | holding | — | — | — | 537,748 | I | See Footnote | |
| Class A Ordinary SharesF4 | holding | — | — | — | 2,952,558 | I | See Footnote | |
| Class A Ordinary SharesF5 | holding | — | — | — | 129,678 | I | See Footnote | |
| Class A Ordinary SharesF6 | holding | — | — | — | 101,364 | I | See Footnote | |
| Class A Ordinary SharesF7 | holding | — | — | — | 33,788 | I | See Footnote | |
| Class A Ordinary SharesF8 | holding | — | — | — | 6,424 | I | See Footnote | |
| Class A Ordinary SharesF9 | holding | — | — | — | 6,424 | I | See Footnote | |
| Class A Ordinary SharesF10 | holding | — | — | — | 675 | I | See Footnote | |
| Class A Ordinary SharesF11 | holding | — | — | — | 338 | I | See Footnote | |
| Class A Ordinary SharesF12 | holding | — | — | — | 1,927 | I | See Footnote | |
| Class A Ordinary SharesF13 | holding | — | — | — | 267,702 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the grant of 888 shares of restricted A ordinary shares under the Issuer's Share Incentive Plan that vest on the 24 month anniversary of the award in recognition of service rendered as a Board member to Global Indemnity plc, and 2030 shares of restricted A ordinary shares under the Issuer's Share Incentive Plan that vest on the 24 month anniversary of the award in recognition of service rendered as a Board member to Global Indemnity Group, Inc., an indirect wholly-owned subsidiary of the Issuer.
- F10Shares owned by U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F11Shares owned by U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F12Shares owned by U.N. Co-Investment Fund IX (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund IX (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F13Shares held indirectly by Fox Paine Global, Inc. 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.
- F2The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox discliams beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F3Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman), Ltd. is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole managing 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 A Ordinary Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F4Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman) II, Ltd. is held by Fund II. The sole managing 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 A Ordinary Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F5Shares owned by U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F6Shares owned by U.N. Co-Investment Fund II (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund II (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F7Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F8Shares owned by U.N. Co-Investment Fund IV (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund IV (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
- F9Shares owned by U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
Remarks
See attached footnotes page.