Sec Form 4 Filing - FOX SAUL A @ Global Indemnity Group, LLC - 2021-05-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
05/24/2021
(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
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
Class B Common Shares ( 1 ) 05/24/2021 J( 2 )( 3 )( 4 )( 5 ) 1,830,207 ( 1 ) ( 1 ) Class A Common Shares 1,830,207 ( 2 ) ( 3 ) ( 4 ) ( 5 ) 0 I See Footnote ( 6 )
Class B Common Shares ( 1 ) 05/24/2021 J( 2 )( 3 )( 4 )( 5 ) 1,877,578 ( 1 ) ( 1 ) Class A Common Shares 1,877,578 ( 2 ) ( 3 ) ( 4 ) ( 5 ) 0 I See Footnote ( 7 )
Class B Common Shares ( 1 ) 05/24/2021 J( 2 )( 3 )( 4 )( 5 ) 3,707,785 ( 1 ) ( 1 ) Class A Common Shares 3,707,785 ( 2 ) ( 3 ) ( 4 ) ( 5 ) 3,707,785 I See Footnote ( 8 )
Class B Common Shares ( 1 ) ( 1 ) ( 1 ) Class A Common Shares 66,438 66,438 I See Footnote ( 9 )
Class B Common Shares ( 1 ) ( 1 ) ( 1 ) Class A Common Shares 121,057 121,057 I See Footnote ( 10 )
Class B Common Shares ( 1 ) ( 1 ) ( 1 ) Class A Common Shares 51,882 51,882 I See Footnote ( 11 )
Class B Common Shares ( 1 ) ( 1 ) ( 1 ) Class A Common Shares 44 44 I See Footnote ( 12 )
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 05/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each B Common Share is convertible into one A Common Share.
( 2 )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"). Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Following completion of the Distributions, 3,806,896 Common Shares collectively held by UNH I and UNH II prior to the Distributions continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares are held by persons in which Mr. Fox has no beneficial interest.
( 3 )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. On April 12, 2021, in connection with the Distributions, UNH I and UNH II distributed 99,111 B Common Shares as follows: (i) 66,438 B Common Shares previously owned by UNH I and UNH II were distributed to
( 4 )Fox Paine Capital Fund II Co-Investors International, L.P. in respect of its equity interest in UNH I and UNH II, (ii) 18,509 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in UNH I and UNH II and (iii) 14,164 B Common Shares previously owned by UNH I and UNH II were distributed to FPC Investment GP in respect of its equity interest in UNH I and UNH II. On April 14, 2021, (i) Fox Paine Capital Fund II Co-Investors International, L.P. made a further distribution of the 66,438 B Common Shares received from UNH I and UNH II to FP International LPH, L.P. in respect of its equity interest in Fox Paine Capital Fund II Co-Investors International, L.P., (ii) FPC Investment GP made a further distribution of the 14,164 B Common Shares received from UNH I and UNH II to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in FPC Investment GP and
( 5 )(iii) Fox Paine Capital Fund II GP, LLC made a further distribution of the 14,164 B Common Shares received from FPC Investment GP pursuant to the foregoing clause (ii) and the 18,509 B Common Shares received from UNH I and UNH II to Fox Mercury Investments, LP. in respect of its equity interest in Fox Paine Capital Fund II GP, LLC. On May 24, 2021, UNH I and UNH II collectively distributed 3,707,785 B Common Shares to Fox Paine Capital Fund II International, L.P. ("Fund II") in respect of its equity interest in UNH I and UNH II. Fund II has no current intention to liquidate or to further distribute the Common Shares received by Fund II in the Distributions. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) did not change.
( 6 )Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I 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 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.
( 7 )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 Comm on 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.
( 8 )Common Shares owned 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 FP International LPH, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
( 9 )Common Shares owned by 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 FP International LPH, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
( 10 )Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which, following the Distributions, holds 979,050 A Common Shares and 172,939 B Common Shares. Prior to the Distributions, Fox Mercury Investments, L.P. was an indirect owner of 32,673 B Common Shares held, collectively, by UNH I and UNH II, all of which such shares Fox Mercury Investments, L.P. received in the Distributions. 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.
( 11 )Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, following the Distributions, holds 979,050 A Common Shares and 172,939 B Common Shares. Prior to the Distributions, Fox Mercury Investments, L.P. was an indirect owner of 32,673 B Common Shares held, collectively, by UNH I and UNH II, all of which such shares Fox Mercury Investments, L.P. received in the Distributions. 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.
( 12 )Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd 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 Fox Paine Capital Co-Investors International GP, Ltd. 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.

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.