SEC Form 4 · accession 0001209191-17-024120
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
Mar 31, 2017
Accepted (ET)
Apr 3, 2017 · 4:07 pm 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 | Mar 31, 2017 | A | 2,262 | $38.49 | A | 756,198 | I | See Footnote |
| Class A Ordinary SharesF3 | holding | — | — | — | 2,689 | I | See Footnote | |
| Class A Ordinary SharesF4 | holding | — | — | — | 14,763 | I | See Footnote | |
| Class A Ordinary SharesF5 | holding | — | — | — | 23,575 | I | See Footnote | |
| Class A Ordinary SharesF6 | holding | — | — | — | 267,702 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the grant of 770 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 Limited, and 1,492 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.
- F2The 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.
- 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 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 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 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 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 III (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International 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.
- F6Shares 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.