0001214659-15-008336.txt : 20151210 0001214659-15-008336.hdr.sgml : 20151210 20151210172514 ACCESSION NUMBER: 0001214659-15-008336 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151210 DATE AS OF CHANGE: 20151210 GROUP MEMBERS: RICHMOND HILL CAPITAL MANAGEMENT LLC GROUP MEMBERS: RYAN P. TAYLOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Indemnity plc CENTRAL INDEX KEY: 0001494904 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980664891 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85996 FILM NUMBER: 151281631 BUSINESS ADDRESS: STREET 1: 25/28 NORTH WALL QUAY CITY: DUBLIN 1 STATE: L2 ZIP: - BUSINESS PHONE: 610-664-1500 MAIL ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Richmond Hill Investment Co., LP CENTRAL INDEX KEY: 0001501577 IRS NUMBER: 272800942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 HUDSON STREET STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646.833.3258 MAIL ADDRESS: STREET 1: 375 HUDSON STREET STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 SC 13G/A 1 b121015013ga.htm AMENDMENT NO. 2 b121015013ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Global Indemnity plc.
(Name of Issuer)
 
Class A Ordinary Shares, $0.0001 Par Value
(Title of Class of Securities)
 
 
G39319101
 
 
(CUSIP Number)
 
 
November 30, 2015
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
x
Rule 13d-1(b)
 
 
  
 
o
Rule 13d-1(c)
 
 
  
 
o
Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 9 pages
 
 
CUSIP No.  G39319101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Richmond Hill Investment Co., LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,043,157
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,043,157
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,043,157
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.49% (1)
12
TYPE OF REPORTING PERSON (see instructions)
 
IA, PN
 
 
(1) See additional information regarding beneficial ownership contained in Item 4
 
 
Page 2 of 9 pages
 
 
CUSIP No.  G39319101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Richmond Hill Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,043,157
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,043,157
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,043,157
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.49% (1)
12
TYPE OF REPORTING PERSON (see instructions)
 
OO, HC
 
 
(1) See additional information regarding beneficial ownership contained in Item 4
 
 
Page 3 of 9 pages
 
 
CUSIP No.  G39319101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ryan P. Taylor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,043,157
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,043,157
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,043,157
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.49% (1)
12
TYPE OF REPORTING PERSON (see instructions)
 
OO, HC
 
 
(1) See additional information regarding beneficial ownership contained in Item 4
 
 
Page 4 of 9 pages
 
 
Item 1(a).
Name of Issuer:
 
 
 
Global Indemnity plc.
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
 
25/28 North Wall Quay, Dublin 1, Ireland
 
 
Item 2(a).
Name of Person Filing:
 
 
 
(i)     Richmond Hill Investment Co., LP
 
(ii)    Richmond Hill Capital Management, LLC
 
(iii)   Ryan P. Taylor
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
 
(i)     375 Hudson Street, 12th Floor
         New York, NY 10014
 
(ii)     375 Hudson Street, 12th Floor
         New York, NY 10014
 
(iii)   375 Hudson Street, 12th Floor
         New York, NY 10014
 
Item 2(c).
Citizenship:
 
 
 
See the response (s) to Item 4 on the attached cover page (s)
 
 
Item 2(d).
Title of Class of Securities:
 
 
 
Class A Ordinary Shares, $0.0001 Par Value
 
 
Item 2(e).
CUSIP Number:  G39319101
 
 
Page 5 of 9 pages
 

Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under Section 15 of the Act;
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned:
1,043,157
 
(b)
Percent of Class:
10.49% (1)
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:
0
 
 
(ii)
shared power to vote or to direct the vote:
1,043,157
 
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
 
(iv)
shared power to dispose or to direct the disposition of:
1,043,157
 
1 This percentage is determined by dividing 1,043,157 by the difference between (i) 13,671,818, the number of Class A Ordinary Shares issued and outstanding as of November 3, 2015, as reported in the Issuer’s most recent Form 10-Q filed on November 9, 2015, minus (ii) 3,724,776, this number of Class A Ordinary Shares assumed to be redeemed as reported in the Issuer’s 8-K filed on October 29, 2015.
 
 
Page 6 of 9 pages
 
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
Richmond Hill Capital Partners, LP, a private investment fund to which Richmond Hill Investment Co., LP serves as investment advisor, has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
 
Not applicable.
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
 
Not applicable.
 
 
Item 9.
Notice of Dissolution of Group.
 
 
 
Not applicable.
 
 
Item 10.
Certification.
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.
 
 
 
EXHIBIT INDEX

Joint Filing Agreement dated December 10, 2015 by and among Richmond Hill Investment Co., LP, Richmond Hill Capital Management, LLC and Ryan P. Taylor.
 
 
Page 7 of 9 pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 Date:
December 10, 2015
   
   
   
 
Richmond Hill Investment Co., LP
 
By: Richmond Hill Capital Management, LLC, its general partner
 
 Signature:
/s/ Ryan P. Taylor
 
 Name/Title:
Ryan P. Taylor/Managing Partner
 
  
 
 
 
Richmond Hill Capital Management, LLC
 
Signature:
/s/ Ryan P. Taylor
 
Name/Title:
Ryan P. Taylor/Managing Partner
   
 
 
 
Ryan P. Taylor
 
Signature:
/s/ Ryan P. Taylor
 
 Name/Title:
Ryan P. Taylor
 
 
Page 8 of 9 pages
 
 
EXHIBIT A

JOINT FILING AGREEMENT
 
PURSUANT TO SECTION 240.13D-1 (K)
 

 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 

 
 
Richmond Hill Investment Co., LP
 
  By: Richmond Hill Capital Management, LLC, its general partner
   
Signature:
/s/ Ryan P. Taylor
   
Name/Title:
Ryan P. Taylor/Managing Partner
   
   
   
 
Richmond Hill Capital Management, LLC
   
Signature:
/s/ Ryan P. Taylor
   
Name/Title:
Ryan P. Taylor/Managing Partner
   
   
  Ryan P. Taylor
   
Signature
/s/ Ryan P. Taylor
   
Name/Title:
Ryan P. Taylor
 
 
Page 9 of 9 pages