0001193125-24-246649.txt : 20241029 0001193125-24-246649.hdr.sgml : 20241029 20241029173025 ACCESSION NUMBER: 0001193125-24-246649 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20241029 DATE AS OF CHANGE: 20241029 GROUP MEMBERS: GPC PARTNERS GP LLC GROUP MEMBERS: GPC PARTNERS INVESTMENTS (SPV III) LP GROUP MEMBERS: LEWIS A. (LEE) SACHS GROUP MEMBERS: MATTHEW B. BOTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bowhead Specialty Holdings Inc. CENTRAL INDEX KEY: 0002002473 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94669 FILM NUMBER: 241406840 BUSINESS ADDRESS: STREET 1: 452 5TH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129700269 MAIL ADDRESS: STREET 1: 452 5TH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Bowhead Holdings Inc. DATE OF NAME CHANGE: 20231128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gallatin Point Capital LLC CENTRAL INDEX KEY: 0001708030 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-742-0200 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Gallatin Point CapitalLLC DATE OF NAME CHANGE: 20170531 SC 13G 1 d883748dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

 

 

Bowhead Specialty Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

10240L102

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 10240L102    SCHEDULE 13G    Page 2 of 9 Pages

 

 1.   

 NAMES OF REPORTING PERSONS

 

 GPC Partners Investments (SPV III) LP

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.   

 SOLE VOTING POWER

 

 14,147,107

   6.  

 SHARED VOTING POWER

 

 0

   7.  

 SOLE DISPOSITIVE POWER

 

 14,147,107

   8.  

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 14,147,107

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 43.3% (1)

12.  

 TYPE OF REPORTING PERSON

 

 PN

 

(1)

The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

CUSIP No. 10240L102    SCHEDULE 13G    Page 3 of 9 Pages

 

 1.   

 NAMES OF REPORTING PERSONS

 

 GPC Partners GP LLC

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.   

 SOLE VOTING POWER

 

 14,147,107

   6.  

 SHARED VOTING POWER

 

 0

   7.  

 SOLE DISPOSITIVE POWER

 

 14,147,107

   8.  

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 14,147,107

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 43.3% (1)

12.  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

CUSIP No. 10240L102    SCHEDULE 13G    Page 4 of 9 Pages

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Gallatin Point Capital LLC

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.   

 SOLE VOTING POWER

 

 14,147,107

   6.  

 SHARED VOTING POWER

 

 0

   7.  

 SOLE DISPOSITIVE POWER

 

 14,147,107

   8.  

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 14,147,107

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 43.3% (1)

12.  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

CUSIP No. 10240L102    SCHEDULE 13G    Page 5 of 9 Pages

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Matthew B. Botein

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.   

 SOLE VOTING POWER

 

 14,147,107

   6.  

 SHARED VOTING POWER

 

 0

   7.  

 SOLE DISPOSITIVE POWER

 

 14,147,107

   8.  

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 14,147,107

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 43.3% (1)

12.  

 TYPE OF REPORTING PERSON

 

 IN

 

(1)

The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

CUSIP No. 10240L102    SCHEDULE 13G    Page 6 of 9 Pages

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Lewis A. (Lee) Sachs

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.   

 SOLE VOTING POWER

 

 14,147,107

   6.  

 SHARED VOTING POWER

 

 0

   7.  

 SOLE DISPOSITIVE POWER

 

 14,147,107

   8.  

 SHARED DISPOSITIVE POWER

 

 0

 9.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 14,147,107

10.  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 43.3% (1)

12.  

 TYPE OF REPORTING PERSON

 

 IN

 

(1)

The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

CUSIP No. G5005R107    SCHEDULE 13G    Page 7 of 9 Pages

 

Item 1.

    

Issuer

  (a)   Name of Issuer:
    Bowhead Specialty Holdings Inc. (the “Issuer” or the “Company”).
  (b)   Address of Issuer’s Principal Executive Offices:
   

452 Fifth Avenue

New York, NY 10018

Item 2.

    

Filing Person

  (a) – (c)   Name of Persons Filing; Address; Citizenship:
   

(i) GPC Partners Investments (SPV III) LP, a Delaware limited partnership (“GPC Fund”);

 

(ii)  GPC Partners GP LLC, a Delaware limited liability company (“GPC GP”);

 

(iii)  Gallatin Point Capital LLC, a Delaware limited liability company (“Gallatin Point”);

 

(iv) Matthew B. Botein, a citizen of the United States of America; and

 

(v)   Lewis A. (Lee) Sachs, a citizen of the United States of America.

 

GPC Fund is the direct holder of the securities listed this Schedule 13G. Gallatin Point is the managing member of GPC GP, which is the general partner of GPC Fund. Matthew B. Botein and Lewis A. (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund.

 

The address of the principal business office of the Reporting Persons is:

 

660 Steamboat Road

Greenwich CT 06830

  (d)   Title of Class of Securities:
    Common Stock, par value $0.01 per share
  (e)  

CUSIP Number:

 

10240L102

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

CUSIP No. 10240L102    SCHEDULE 13G    Page 8 of 9 Pages

 

Item 4. 

   Ownership.
    (a) — (c)   Provide the following information regarding the aggregate number and percentage of the class of securities of
the issuer identified in Item 1.

 

     Number of Shares
Beneficially
Owned		      Sole Voting
Power		      Shared
Voting
Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		      Percentage of
Common
Stock
Outstanding		  

GPC Fund

      14,147,107        14,147,107        —         14,147,107        —         43.3 % 

GPC GP

      14,147,107        14,147,107        —         14,147,107        —         43.3 % 

Gallatin Point Capital

      14,147,107        14,147,107        —         14,147,107        —         43.3 % 

Matthew B. Botein

      14,147,107        14,147,107        —         14,147,107        —         43.3 % 

Lewis A. (Lee) Sachs

      14,147,107        14,147,107        —         14,147,107        —         43.3 % 
The percent of class was calculated based on 32,658,823 shares of Common Stock outstanding as of August 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

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 owner of more than five percent of the class of securities, check the following. ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

GPC Fund and American Family Mutual Insurance Company, S.I. (“AFMIC”) are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a “group,” as defined in Rule 13d-5 under the Exchange Act. The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and each Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

CUSIP No. 10240L102    SCHEDULE 13G    Page 9 of 9 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 29, 2024

 

GPC PARTNERS INVESTMENTS (SPV III) LP

By: GPC Partners GP LLC

By: Gallatin Point Capital LLC

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

GPC PARTNERS GP LLC

By: Gallatin Point Capital LLC

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

GALLATIN POINT CAPITAL LLC

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

/s/ Matthew B. Botein

MATTHEW B. BOTEIN

/s/ Lewis A. (Lee) Sachs

LEWIS A. (LEE) SACHS

 

 EX-99.1 2 d883748dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

EXECUTED as of October 29, 2024.

 

GPC PARTNERS INVESTMENTS (SPV III) LP
By: GPC Partners GP LLC
By: Gallatin Point Capital LLC
/s/ Matthew B. Botein

Name: Matthew B. Botein

Title: Managing Partner

GPC PARTNERS GP LLC
By: Gallatin Point Capital LLC
/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

GALLATIN POINT CAPITAL LLC
/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

/s/ Matthew B. Botein
MATTHEW B. BOTEIN
/s/ Lewis A. (Lee) Sachs
LEWIS A. (LEE) SACHS