0000950162-11-000246.txt : 20111130 0000950162-11-000246.hdr.sgml : 20111130 20111130165258 ACCESSION NUMBER: 0000950162-11-000246 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 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: 111234564 BUSINESS ADDRESS: STREET 1: ARTHUR COX BUILDING STREET 2: EARLSFORT TERRACE CITY: DUBLIN 2 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: Essex Equity Joint Investment Vehicle, LLC CENTRAL INDEX KEY: 0001534789 IRS NUMBER: 262727161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1210 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: 212-989-2700 MAIL ADDRESS: STREET 1: 375 HUDSON STREET STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 SC 13G/A 1 sched13g_a1.htm SCHEDULE 13G/A1 sched13g_a1.htm
 

 

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 

SCHEDULE 13G/A1
 
Under the Securities Exchange Act of 1934

(Amendment No. 1)

Global Indemnity plc
(Name of Issuer)
 
Class A Ordinary Shares, $0.0001 Par Value
(Title of Class of Securities)
 
G39319101
(CUSIP Number)
 
November 28, 2011
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
                o Rule 13d-1(b)
x 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).
 


 
 
 


CUSIP NO. G39319101
 
1.
Names of Reporting Persons.
 
Essex Equity Joint Investment Vehicle, 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
 
5.
Sole Voting Power
 
-0-
Number of
Shares
Beneficially
6.
Shared Voting Power
1,838,503
 
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
-0-
 
8.
Shared Dispositive Power
1,838,503
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,503
 
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10% (based on 18,381,059 Class A Ordinary Shares outstanding as of November 4, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011  filed with the Securities and Exchange Commission on November 9, 2011)
12.
Type of Reporting Person (See Instructions)
 
OO


 
 
 


CUSIP NO. G39319101
 
1.
Names of Reporting Persons.
 
Essex Equity 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
 
5.
Sole Voting Power
 
-0-
Number of
Shares
Beneficially
6.
Shared Voting Power
1,838,503
 
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
-0-
 
8.
Shared Dispositive Power
1,838,503
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,503
 
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10% (based on 18,381,059 Class A Ordinary Shares outstanding as of November 4, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011  filed with the Securities and Exchange Commission on November 9, 2011)
12.
Type of Reporting Person (See Instructions)
 
OO


 
 
 


CUSIP NO. G39319101

1.
Names of Reporting Persons.
 
 
Basil Maher
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
 
5.
Sole Voting Power
 
-0-
Number of
Shares
Beneficially
6.
Shared Voting Power
1,838,503
 
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
-0-
 
8.
Shared Dispositive Power
1,838,503
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,503
 
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10% (based on 18,381,059 Class A Ordinary Shares outstanding as of November 4, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011  filed with the Securities and Exchange Commission on November 9, 2011)
12.
Type of Reporting Person (See Instructions)
 
IN


 
 
 


CUSIP NO. G39319101
 
1.
Names of Reporting Persons.
 
 
M. Brian Maher
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
 
5.
Sole Voting Power
 
-0-
Number of
Shares
Beneficially
6.
Shared Voting Power
1,838,503
 
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
-0-
 
8.
Shared Dispositive Power
1,838,503
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,503
 
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10% (based on 18,381,059 Class A Ordinary Shares outstanding as of November 4, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011  filed with the Securities and Exchange Commission on November 9, 2011)
12.
Type of Reporting Person (See Instructions)
 
IN


 
 
 


Item 1(a).                      Name of Issuer:
Global Indemnity plc
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland
 
Item 2(a).
Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”).
 
 
(i)
Essex Equity Joint Investment Vehicle, LLC, a Delaware limited liability company (the “Essex Fund”);
 
 
(ii)
Essex Equity Capital Management LLC, a Delaware limited liability company and the investment manager of the Fund (the “Investment Manager”);
 
 
(iii)
Basil Maher, a United States citizen (the “First Individual Reporting Person”); and
 
 
(iv)
M. Brian Maher, a United States citizen (the “Second Individual Reporting Person”).
 
Item 2(b).
Address of Principal Business Office:
 
The address of the principal business office of (i) the Essex Fund and the Investment Manager is c/o Essex Equity Capital Management,  LLC, 375 Hudson Street, 12th Floor, New York, New York 10014 and (ii) the First Individual Reporting Person and the Second Individual Reporting Person is c/o Essex Equity Capital Management, LLC, 70 South Orange Avenue, Suite 105, Livingston, New Jersey 07039.
 
Item 2(c).
Citizenship:
 
The citizenship of each of the Reporting Persons is set forth above.
 
Item 2(d).
Title of Class of Securities:
 
Class A Ordinary Shares, $0.0001 Par Value (the “Shares”)
 
Item 2(e).
CUSIP Number:
 
G39319101
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:
 
Not applicable
 


 
 
 


Item 4.
Ownership:
 
(a), (b), (c)  The information set forth in Rows 5 through 9 and 11 of the cover page hereto for each of the Reporting Persons is incorporated herein by reference.
 
The 1,838,503 Shares reported are owned directly by the Essex Fund.
 
Each of Basil Maher and M. Brian Maher, as a member of the investment committee of the Investment Manager, may be deemed to be a beneficial owner of the Issuer’s securities held by the Essex Fund.
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
Not applicable
 
Item 6.
Ownership of  More than Five Percent on Behalf of Another Person:
 
Not Applicable
 
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 not acquired and are not held for the purpose of or with the effect of changing or influencing 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 that purpose or effect.
 


 
 
 


SIGNATURES
 
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.
 
Dated:  November 30, 2011
ESSEX EQUITY JOINT INVESTMENT VEHICLE, LLC
By Essex Equity Capital Management, LLC,
its Investment Manager
 
 
 
By:  /s/  John Liu
       Name:  John Liu
       Title:    Chief Executive Officer


Dated:  November 30, 2011
ESSEX  EQUITY CAPITAL MANAGEMENT, LLC
 
 
 
By:  /s/  John Liu
       Name:  John Liu
       Title:    Chief Executive Officer


Dated:  November 30, 2011
BASIL MAHER
 
 
 
/s/  Basil Maher


Dated:  November 30, 2011
M. BRIAN MAHER
 
 
 
/s/  M. Brian Maher


 
 
 


 
EXHIBIT INDEX

A.
Joint Filing Agreement dated  November 30, 2011 by and among Essex Equity Joint Investment Vehicle, LLC, Essex Equity Capital Management, LLC, Basil Maher and M. Brian Maher
 

 
 
 

 
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.
 
Dated:  November 30, 2011
ESSEX EQUITY JOINT INVESTMENT VEHICLE, LLC
By Essex Equity Capital Management, LLC,
its Investment Manager
 
 
 
By:  /s/  John Liu
       Name:  John Liu
       Title:    Chief Executive Officer


Dated:  November 30, 2011
ESSEX  EQUITY CAPITAL MANAGEMENT, LLC
 
 
 
By:  /s/  John Liu
       Name:  John Liu
       Title:    Chief Executive Officer


Dated:  November 30, 2011
BASIL MAHER
 
 
 
/s/  Basil Maher


Dated:  November 30, 2011
M. BRIAN MAHER
 
 
 
/s/  M. Brian Maher