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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GREENLIGHT CAPITAL RE, LTD. [ GLRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Ordinary Shares | 07/25/2023 | J(1) | 4,864,227 | D | (1) | 0 | I | By LLC(2) | ||
Ordinary Shares | 07/25/2023 | J(1) | 4,864,227 | A | (1) | 4,864,227 | I | By LLC(2) | ||
Class B Ordinary Shares | 07/25/2023 | J(1) | 1,390,488 | D | (1) | 0 | I | By Trust(3) | ||
Ordinary Shares | 07/25/2023 | J(1) | 1,390,488 | A | (1) | 1,390,488 | I | By Trust(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Pursuant to a reclassification exempt under Rule 16b-7 and approved by the shareholders of the Issuer, each Class B Ordinary Share was reclassified into one Class A Ordinary Share and was immediately thereafter reclassified as one Ordinary Share. |
2. These shares are held by a limited liability company (the "LLC"). The Reporting Person is the sole Manager of the LLC, and interests in the LLC are held by a family trust the beneficiaries of which are the Reporting Person's children. Class B Ordinary Shares of the Issuer were previously transferred to the LLC by the Reporting Person in a transaction exempt from reporting under Rule 16a-13. |
3. These shares are held by a family trust, the beneficiaries of which are the Reporting Person's children. Class B Ordinary Shares of the Issuer were previously transferred to such trust by a predecessor trust in a transaction exempt from reporting under Rule 16a-13. |
Remarks: |
* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this report on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Person and other reporting persons with respect to the common units of CONSOL Coal Resources LP, is hereby incorporated by reference. The Reporting Persons is a Director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owners of the shares reported herein are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. The Reporting Person disclaims beneficial ownership of the Ordinary Shares reported herein except to the extent of his pecuniary interests therein. |
/s/ Daniel Roitman, attorney-in-fact for David Einhorn* | 07/27/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |