[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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CUSIP NO. G42706104
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
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[ ]
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b.
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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2,735,208
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
2,735,208
|
|
8.
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Shared Dispositive Power
|
|
|
0
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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(1)
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Based on 63,668,995 Class B Common Shares of Hamilton Insurance Group, Ltd. (the “Issuer”) outstanding as of September 30, 2024, as reported in Exhibit 99.2 to the Issuer’s Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on November 6, 2024.
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CUSIP NO. G42706104
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[ ]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
2,735,208
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,735,208
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 63,668,995 Class B Common Shares of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.2 to the Issuer’s Form 8-K filed with the SEC on November 6, 2024.
|
CUSIP NO. G42706104
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[ ]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
2,735,208
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,735,208
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 63,668,995 Class B Common Shares of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.2 to the Issuer’s Form 8-K filed with the SEC on November 6, 2024.
|
CUSIP NO. G42706104
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[ ]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
2,935,208
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,935,208
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 63,668,995 Class B Common Shares of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.2 to the Issuer’s Form 8-K filed with the SEC on November 6, 2024.
|
CUSIP NO. G42706104
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[ ]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
2,735,208
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,735,208
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 63,668,995 Class B Common Shares of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.2 to the Issuer’s Form 8-K filed with the SEC on November 6, 2024.
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Item 1(a).
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Name of Issuer:
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Hamilton Insurance Group, Ltd. (the "Issuer").
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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Wellesley House North, 1st Floor, 90 Pitts Bay Road
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Pembroke HM 08
Bermuda
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Item 2(a).
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Name of Person Filing
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This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
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Hamilton Investments, LP (the “Fund”), Two Sigma Investments, LP (the “Investment Manager”), Two Sigma Management, LLC (“TS Management”), John A. Overdeck, and David M. Siegel. |
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 100 Avenue of the Americas, 16th Floor, New York, NY 10013.
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Item 2(c).
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Citizenship:
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i) |
The Fund is a Bermuda limited partnership; |
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ii)
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The Investment Manager is a Delaware limited partnership; |
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iii) |
TS Management is a Delaware limited liability company; |
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iv) |
John A. Overdeck is a United States citizen; and | |
v) |
David M. Siegel is a United States citizen. |
Item 2(d).
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Title of Class of Securities:
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Class B Common Shares, $0.01 par value per share (“Class B Common Shares”).
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Item 2(e).
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CUSIP Number:
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G42706104
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of
securities, check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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See Item 4.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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This Item 10 is not applicable.
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Date: November 14, 2024
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HAMILTON INVESTMENTS, LP
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By: Two Sigma Investments, LP, its Investment Manager
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By: /s/ Steve H. Metzger
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Steve H. Metzger
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Authorized Person
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Date: November 14, 2024
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TWO SIGMA INVESTMENTS, LP
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By: /s/ Steve H. Metzger
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Steve H. Metzger
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Authorized Person
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Date: November 14, 2024
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TWO SIGMA MANAGEMENT, LLC
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By: /s/ Gregory C. Shih
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Gregory C. Shih
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Authorized Person
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Date: November 14, 2024
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JOHN A. OVERDECK
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By: /s/ John A. Overdeck
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John A. Overdeck
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Date: November 14, 2024
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DAVID M. SIEGEL
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By: /s/ David M. Siegel
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David M. Siegel
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