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