SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THACKER TROY W

(Last)

(First)

(Middle)

C/O FOX PAINE & COMPANY, LLC

950 TOWER LANE, SUITE 1150

(Street)

FOSTER CITY

94404-2127

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED AMERICA INDEMNITY, LTD [ INDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	07/07/2005		M		2,066⁽¹⁾	A	$17.19	2,315⁽²⁾⁽³⁾	D
Class A Common Shares	07/07/2005		A		454⁽⁴⁾	A	$17.19	2,769⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units⁽⁵⁾	$17.19	07/07/2005		M			3,306	⁽¹⁾	⁽¹⁾	Class A Common Shares	3,306	$17.19	0	D

Explanation of Responses:

1. The Issuer's deferred compensation plan for non-employee directors was terminated effective June 30, 2005 with compensation payable July 7, 2005. The units were converted into restricted Class A common shares under the Issuer's Share Incentive Plan and cash.

2. The Co-Investment Funds include the following entities: U.N. Co-Investment Fund I (Cayman), L.P., U.N. Co-Investment Fund II (Cayman), L.P., U.N. Co-Investment Fund III (Cayman), L.P., U.N. Co-Investment Fund IV (Cayman), L.P., U.N. Co-Investment Fund V (Cayman), L.P., U.N. Co-Investment Fund VI (Cayman), L.P., U.N. Co-Investment Fund VII (Cayman), L.P., U.N. Co-Investment Fund VIII (Cayman), L.P. and U.N. Co-Investment Fund IX (Cayman), L.P.

3. Does not include an aggregate of 14,310,226 Class A Common Shares beneficially owned by U.N. Holdings (Cayman), Ltd. ("Holdings") and the Co-Investment Funds. A majority of the outstanding share capital of Holdings is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole managing general partner of Fund II is Fox Paine Capital International GP, L.P. ("GPLP"). The sole general partner of GPLP is Fox Paine International GP, Ltd. ("GPLTD"), the sole shareholder of which is Fox Paine Capital International GP, L.P. As a result, GPLTD may be deemed to control the Class A Shares held by Holdings and the Co-Investment Funds. Mr. Thacker is shareholder of GPLTD. Mr. Thacker disclaims beneficial ownership of all Class A Common Shares benefically owned by GPLTD, except to the extent of his indirect pecuniary ownership in such shares.

4. Represents the grant of restricted Class A Common Shares under the Issuer's Share Incentive Plan.

5. Represents units accrued under the Issuer's deferred compensation plan for non-employee directors.

Remarks:

	By: Lynne Gerber-Saionz Attorney-in-fact	07/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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