0001209191-20-032912.txt : 20200529 0001209191-20-032912.hdr.sgml : 20200529 20200529161635 ACCESSION NUMBER: 0001209191-20-032912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200529 FILED AS OF DATE: 20200529 DATE AS OF CHANGE: 20200529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOX SAUL A CENTRAL INDEX KEY: 0001099187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34809 FILM NUMBER: 20928025 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Indemnity Ltd CENTRAL INDEX KEY: 0001494904 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981304287 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 27 HOSPITAL ROAD CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 610-664-1500 MAIL ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: Global Indemnity plc DATE OF NAME CHANGE: 20100622 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-29 0 0001494904 Global Indemnity Ltd GBLI 0001099187 FOX SAUL A C/O GLOBAL INDEMNITY GROUP, LLC 3 BALA PLAZA EAST, SUITE 300 BALA CYNWYD PA 19004 1 0 1 0 Class A Ordinary Shares 2020-05-29 4 J 0 98186 D 674173 I See Footnote Class A Ordinary Shares 2020-05-29 4 J 0 42080 D 254431 I See Footnote Class A Ordinary Shares 2020-05-29 4 J 0 140266 A 163841 I See Footnote Class A Ordinary Shares 2020-05-29 4 J 0 163841 D 0 I See Footnote Class A Ordinary Shares 2020-05-29 4 J 0 1060 A 765835 I See Footnote Class A Ordinary Shares 2020-05-29 4 J 0 455 A 293715 I See Footnote Class A Ordinary Shares 2689 I See Footnote Class A Ordinary Shares 14763 I See Footnote Class B Ordinary Shares 2020-05-29 4 J 0 98186 A Class A Ordinary Shares 98186 98186 I See Footnote Class B Ordinary Shares 2020-05-29 4 J 0 42080 A Class A Ordinary Shares 42080 42080 I See Footnote Class B Ordinary Shares 2020-05-29 4 J 0 140266 D Class A Ordinary Shares 140266 0 I See Footnote Class B Ordinary Shares Class A Ordinary Shares 1965885 1965885 I See Footnote Class B Ordinary Shares Class A Ordinary Shares 2027171 2027171 I See Footnote Class B Ordinary Shares Class A Ordinary Shares 44 44 I See Footnote On May 15, 2020, it was resolved that U.N. Co-Investment Fund III (Cayman), L.P. be liquidated (the "Liquidation") and all assets held by U.N. Co-Investment Fund III (Cayman), L.P. distributed (the "Distribution") to its partners in accordance with the U.N. Co-Investment Fund III (Cayman), L.P. partnership agreement. In anticipation of the Liquidation, on May 29, 2020, U.N. Co-Investment Fund III (Cayman), L.P. transferred all 140,266 Global Indemnity Limited ("Issuer") Class B Ordinary Shares ("B Ordinary Shares") held by it to Fox Mercury Investments, L.P. in exchange (the "Exchange") for an equal number of Issuer Class A Ordinary Shares ("A Ordinary Shares", and, together with B Ordinary Shares, "Ordinary Shares"). On May 29, 2020, in connection with the Liquidation and the Distribution, U.N. Co-Investment Fund III (Cayman), L.P. distributed all 163,841 A Ordinary Shares held by it to its partners, including a distribution of 129,431 A Ordinary (continued in footnote 2) Shares to Fox Mercury Investments, L.P. in respect of its limited partnership interest in U.N. Co-Investment Fund III (Cayman), L.P. and a distribution of 1,515 A Ordinary Shares to Fox Mercury Investments, L.P. in lieu of cash. In the Distribution, 32,895 A Ordinary Shares were distributed by U.N. Co-Investment Fund III (Cayman), L.P. to limited partners in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of such Ordinary Shares. As a result of the Distribution, Mr. Fox's beneficial ownership of A Ordinary Shares (excluding the 32,895 A Ordinary Shares that were distributed to limited partners in which Mr. Fox has no beneficial ownership interest) increased by 1,515 shares. Includes 80,500 A Ordinary Shares held by Mercury Assets Delaware LLC and Ordinary Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which, following the Exchange, Liquidation and Distribution, holds 979,050 A Ordinary shares and 140,266 B Ordinary Shares. Prior to the Distribution, Fox Mercury Investments, L.P. was an indirect owner of 129,431 A Ordinary Shares held by U.N. Co-Investment Fund III (Cayman), L.P., all of which such shares Fox Mercury Investments, L.P. received in the Distribution. 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. Ordinary Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, following the Exchange, Liquidation and Distribution, holds 979,050 A Ordinary shares and 140,266 B Ordinary Shares. Prior to the Distribution, Fox Mercury Investments, L.P. was an indirect owner of 129,431 A Ordinary Shares held by U.N. Co-Investment Fund III (Cayman), L.P., all of which such shares Fox Mercury Investments, L.P. received in the Distribution. 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. Ordinary Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Fox Paine Capital Co-Investors International GP, Ltd. is the general partner of U.N. Co-Investment Fund III (Cayman), L.P. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd 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. Co-Investment Fund III (Cayman), L.P. 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. As further explained in footnotes (1) through (4), U.N. Co-Investment Fund III (Cayman), L.P. distributed 129,431 of these A Ordinary Shares to Fox Mercury Investments, L.P. in respect of its limited partnership interest in U.N. Co-Investment Fund III (Cayman), L.P. and a further 1,515 of these A Ordinary Shares to Fox Mercury Investments, L.P. in lieu of cash. Ordinary Shares owned by 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 GPLTD. As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Holdings (Cayman), Ltd. 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. Ordinary Shares owned by U.N. Holdings (Cayman) II, 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. 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. Each B Ordinary Share is convertible into one A Ordinary Share. Ordinary Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd 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 Fox Paine Capital Co-Investors International GP, Ltd. 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. /s/ Stephen W. Ries Attorney-in-Fact 2020-05-29