Sec Form 4 Filing - FOX SAUL A @ Global Indemnity Group, LLC - 2021-04-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FOX SAUL A
2. Issuer Name and Ticker or Trading Symbol
Global Indemnity Group, LLC [ GBLI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3 BALA PLAZA EAST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2021
(Street)
BALA CYNWYD, PA19004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A Common Shares 04/08/2021 J( 1 )( 2 ) 95,769 D 0 I See Footnote ( 3 )
Class A Common Shares 04/08/2021 J( 1 )( 2 ) 107,843 D 0 I See Footnote ( 4 )
Class A Common Shares 1,685,754 I See Footnote ( 5 )
Class A Common Shares 293,715 I See Footnote ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOX SAUL A
3 BALA PLAZA EAST, SUITE 300
BALA CYNWYD, PA19004
X X
Signatures
/s/Stephen W. Ries, Attorney-in-Fact 04/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported on Form 4, on April 1, 2021, it was resolved that each of U.N. Holdings (Cayman), Ltd. ("UNH I") and U.N. Holdings (Cayman) II, Ltd. ("UNH II") be liquidated and all assets held by each of UNH I and UNH II be distributed to their respective shareholders in accordance with their respective Articles of Association, followed by the liquidation of, and distribution of all assets held by, the minority shareholders of UNH I and UNH II (collectively, the "Distributions") within 30 days. Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Upon completion of the Distributions 3,806,896 Common Shares will continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares will be distributed to persons in which Mr. Fox has no beneficial interest. (continued in footnote 2)
( 2 )On April 5, 2021, in anticipation of the Distributions, (i) UNH I converted 93,080 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) UNH II converted 93,080 B Common Shares into A Common Shares (collectively, the "Conversions"). Beginning on April 8, 2021, in connection with the Distributions, all 203,612 A Common Shares previously owned by UNH I and UNH II were distributed to persons in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares that were distributed to persons in which Mr. Fox has no beneficial ownership interest. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox previously disclaimed beneficial ownership) will not change.
( 3 )A Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by UNH I. 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.
( 4 )A Common Shares owned by UNH II. A majority of the outstanding share capital of UNH II is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by UNH 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.
( 5 )Includes 1,000,419 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. 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.
( 6 )A 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. 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.

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