Sec Form 4 Filing - BSOF Master Fund L.P. @ Hamilton Insurance Group, Ltd. - 2024-05-08

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
BSOF Master Fund L.P.
2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BLACKSTONE INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2024
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 A Common Stock ( 6 ) 05/08/2024 S( 1 ) 8,625,465 ( 6 ) ( 6 ) Class B Common Stock 8,625,465 $ 12 ( 1 ) 0 I See Footnotes ( 2 ) ( 4 ) ( 5 ) ( 7 )
Class A Common Stock ( 6 ) 05/08/2024 S( 1 ) 499,264 ( 6 ) ( 6 ) Class B Common Stock 499,264 $ 12 ( 1 ) 0 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BSOF Master Fund L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BSOF Master Fund II L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Alternative Solutions L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Strategic Opportunity Associates L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings I L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings II L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings I/II GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Inc.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person 05/10/2024
Signature of Reporting Person Date
BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person 05/10/2024
Signature of Reporting Person Date
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C., By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person 05/10/2024
Signature of Reporting Person Date
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person 05/10/2024
Signature of Reporting Person Date
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 05/10/2024
Signature of Reporting Person Date
BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 05/10/2024
Signature of Reporting Person Date
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 05/10/2024
Signature of Reporting Person Date
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 05/10/2024
Signature of Reporting Person Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 05/10/2024
Signature of Reporting Person Date
/s/ STEPHEN A. SCHWARZMAN 05/10/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a repurchase of shares by Hamilton Insurance Group, Ltd. (the "Issuer") pursuant to a Share Repurchase Agreement, dated May 8, 2024, which repurchase is expected to close on May 10, 2024.
( 2 )Reflects securities of the Issuer held directly by BSOF Master Fund L.P., a Cayman Islands exempted limited partnership ("BSOF").
( 3 )Reflects securities of the Issuer held directly by BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership ("BSOF II", and together with BSOF, the "BSOF Funds").
( 4 )Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 5 )(continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 6 )Pursuant to the bye-laws of the Issuer, each Class A Common Share convert s automatically into one Class B Common Share upon any transfer (except for transfers to a permitted transferee as defined in the bye-laws of the Issuer), whether or not for value.
( 7 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

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