0001209191-22-057366.txt : 20221116 0001209191-22-057366.hdr.sgml : 20221116 20221116174816 ACCESSION NUMBER: 0001209191-22-057366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221114 FILED AS OF DATE: 20221116 DATE AS OF CHANGE: 20221116 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: 221396293 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 Group, LLC CENTRAL INDEX KEY: 0001494904 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981304287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 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 Ltd DATE OF NAME CHANGE: 20161107 FORMER COMPANY: FORMER CONFORMED NAME: Global Indemnity plc DATE OF NAME CHANGE: 20100622 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-14 0 0001494904 Global Indemnity Group, LLC GBLI 0001099187 FOX SAUL A 112 S. FRENCH STREET, SUITE 105 WILMINGTON DE 19801 1 0 1 0 Class A Common Shares 2022-11-14 4 C 0 87112 A 87112 I See Footnote Class A Common Shares 2022-11-14 4 C 0 66482 A 66482 I See Footnote Class A Common Shares 1726503 I See Footnote Class A Common Shares 293715 I See Footnote Class B Common Shares 2022-11-14 4 C 0 87112 D Class A Common Shares 87112 3620673 I See Footnote Class B Common Shares 2022-11-14 4 C 0 66482 D Class A Common Shares 66482 0 I See Footnote Class B Common Shares Class A Common Shares 121057 121057 I See Footnote Class B Common Shares Class A Common Shares 51882 51882 I See Footnote On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC II. 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. Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. 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. Includes 1,041,168 A Common Shares held by Mercury Assets Delaware LLC and Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 172,939 B Common Shares. 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. Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, holds 979,050 A Common Shares and 172,939 B Common Shares. 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. Each B Common Share is convertible into one A Common Share. /s/Stephen W. Ries, Attorney-in-fact 2022-11-16