Sec Form 4 Filing - Tully Daniel @ Trean Insurance Group, Inc. - 2023-04-21

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 Tully Daniel 2. Issuer Name and Ticker or Trading Symbol Trean Insurance Group, Inc. [ TIG] 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) C/O TREAN INSURANCE GROUP, INC., 150 LAKE WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2023 (Street) WAYZATA, MN55391 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 Common Stock, par value $0.01 per share 04/21/2023 D( 1 ) 270 D 0 I See footnotes ( 3 ) ( 4 ) Common Stock, par value $0.01 per share 04/21/2023 D( 1 ) 19,545,133 D 0 I See footnotes ( 3 ) ( 5 ) Common Stock, par value $0.01 per share 04/21/2023 D( 1 ) 61 D 0 I See footnotes ( 6 ) ( 7 ) Common Stock, par value $0.01 per share 04/21/2023 D( 1 ) 4,478,455 D 0 I See footnotes ( 6 ) ( 8 )

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 Tully Daniel C/O TREAN INSURANCE GROUP, INC. 150 LAKE WEST STREET WAYZATA, MN55391 X X Signatures /s/ Daniel Tully 04/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, Daniel Tully (the "Reporting Person") no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. ( 2 )The reported shares of Company Common Stock, in connection with closing of the merger and pursuant to contribution and exchange agreements, were disposed of in exchange for equity interests in an indirect owner of Parent, with an equivalent aggregate value as of the effective date of the merger, based on the per share merger consideration of $6.15. ( 3 )Altaris Health Partners III, L.P. ("Altaris III") is the sole owner of each of AHP-TH LLC and AHP-BHC LLC. AHP III GP, L.P. ("III GP") is the general partner of Altaris III. Altaris Partners, LLC ("Altaris LLC") is the general partner of III GP. The Reporting Person and George Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by AHP-TH LLC or AHP-BHC LLC may have been deemed to be beneficially owned by Altaris III, III GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies. ( 4 )The reported securities were held directly by AHP-TH LLC. ( 5 )The reported securities were held directly by AHP-BHC LLC. ( 6 )Altaris Constellation Partners, L.P. ("Altaris Constellation") is the sole owner of each of ACP-TH LLC and ACP-BHC LLC. AHP Constellation GP, L.P. ("Constellation GP") is the general partner of Altaris Constellation. Altaris LLC is the general partner of Constellation GP. The Reporting Person and Mr. Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by ACP-TH LLC or ACP-BHC LLC may have been deemed to be beneficially owned by Altaris Constellation, Constellation GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies. ( 7 )The reported securities were held directly ACP-TH LLC. ( 8 )The reported securities were held directly by ACP-BHC LLC.

Remarks: This Form 4 is a joint filing with the Form 4 filed by Altaris Partners, LLC, AHP-TH LLC, AHP-BHC LLC, ACP-TH LLC, ACP-BHC LLC, Altaris Health Partners III, L.P., AHP III GP, L.P., Altaris Constellation Partners, L.P., AHP Constellation GP, L.P. and George Aitken-Davies on April 25, 2023 and relates to the same holdings

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.