Sec Form 4 Filing - Altaris Partners, LLC @ Trean Insurance Group, Inc. - 2020-07-20

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 Altaris Partners, LLC 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) 10 EAST 53RD STREET, 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2020 (Street) NEW YORK, NY10022 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 Common Stock, par value $0.01 per share 07/20/2020 S 18 D $ 13.95 ( 1 ) 329 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock, par value $0.01 per share 07/20/2020 S 1,285,669 D $ 13.95 ( 1 ) 23,854,902 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.01 per share 07/20/2020 S 4 D $ 13.95 ( 1 ) 76 I See footnotes ( 4 ) ( 5 ) ( 7 ) ( 8 ) Common Stock, par value $0.01 per share 07/20/2020 S 294,591 D $ 13.95 ( 1 ) 5,465,970 I See footnotes ( 4 ) ( 5 ) ( 8 ) ( 9 ) Common Stock, par value $0.01 per share 07/22/2020 S 12 D $ 13.95 ( 10 ) 317 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock, par value $0.01 per share 07/22/2020 S 851,693 D $ 13.95 ( 10 ) 23,003,209 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.01 per share 07/22/2020 S 3 D $ 13.95 ( 10 ) 73 I See footnotes ( 4 ) ( 5 ) ( 7 ) ( 8 ) Common Stock, par value $0.01 per share 07/22/2020 S 195,152 D $ 13.95 ( 10 ) 5,270,818 I See footnotes ( 4 ) ( 5 ) ( 8 ) ( 9 )

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 Altaris Partners, LLC 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X AHP-TH LLC 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X AHP-BHC LLC 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X ACP-TH LLC 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X ACP-BHC LLC 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X AHP III GP, L.P. 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X Altaris Constellation Partners, L.P. 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X AHP Constellation GP, L.P. 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X Aitken-Davies George 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X Altaris Health Partners III, L.P. 10 EAST 53RD STREET, 31ST FLOOR NEW YORK, NY10022 X X Signatures ALTARIS PARTNERS, LLC, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date AHP-TH LLC, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date AHP-BHC LLC, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date ACP-TH LLC, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date ACP-BHC LLC, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date AHP III GP, L.P., By: Altaris Partners, LLC, its general partner, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date ALTARIS CONSTELLATION PARTNERS L.P., By: AHP Constella tion GP, L.P., its general partner, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date AHP CONSTELLATION GP, L.P., By: Altaris Partners, LLC, its general partner, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date /s/ Jason Zgliniec, power of attorney for George Aitken-Davies 07/22/2020 Signature of Reporting Person Date ALTARIS HEALTH PARTNERS III, L.P., By: AHP III GP L.P., its general partner, By: /s/ Jason Zgliniec, power of attorney 07/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an underwriting agreement, dated July 15, 2020 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock of the Issuer, pursuant to the final prospectus supplement dated July 15, 2020, which sale was completed on July 20, 2020, the underwriters purchased, and each of AHP-TH LLC, AHP-BHC LLC, ACP-TH LLC and ACP-BHC LLC, as selling stockholders (collectively, the "Selling Stockholders"), sold, an aggregate of 1,580,282 shares of common stock of the Issuer. ( 2 )The securities are held of record by AHP-TH LLC. ( 3 )Altaris Health Partners III, L.P. is the sole owner of each of AHP-TH LLC and AHP-BHC LLC, and may be deemed to beneficially own the shares of common stock of the Issuer owned by each of AHP-TH LLC and AHP-BHC LLC. AHP III GP, L.P. is the general partner of Altaris Health Partners III, L.P., and may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by Altaris Health Partners III, L.P. Altaris Partners, LLC is the general partner of AHP III GP, L.P., and may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by AHP III GP, L.P. ( 4 )George Aitken-Davies and Daniel Tully are the Managers of Altaris Partners, LLC. Each of Mr. Aitken-Davies and Mr. Tully is in a position directly and indirectly to determine the investment and voting decisions made by Altaris Partners, LLC and the affiliated entities listed above. Mr. Aitken-Davies and Mr. Tully may each be deemed to have voting and investment power with respect to all shares of common stock of the Issuer held beneficially by Altaris Partners, LLC through the reporting persons described in these footnotes. ( 5 )Each reporting person disclaims beneficial ownership of all shares of common stock of the Issuer except to the extent of his or its pecuniary interest therein. ( 6 )The securities are held of record by AHP-BHC LLC. ( 7 )The securities are held of record by ACP-TH LLC. ( 8 )Altaris Constellation Partners, L.P. is the sole owner of each of ACP-TH LLC and ACP-BHC LLC, and may be deemed to beneficially own the shares of common stock of the Issuer owned by each of ACP-TH LLC and ACP-BHC LLC. AHP Constellation GP, L.P. is the general partner of Altaris Constellation Partners, L.P., and may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by Altaris Constellation Partners, L.P. Altaris Partners, LLC is the general partner of AHP Constellation GP, L.P., and may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by AHP Constellation GP, L.P. ( 9 )The securities are held of record by ACP-BHC LLC. ( 10 )The underwriters' purchase of additional shares of common stock from the Selling Stockholders pursuant to the underwriters' over-allotment option under the Underwriting Agreement closed on July 22, 2020.

Remarks: This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Daniel Tully on July 22, 2020 and relates to the same holdings. Each of the reporting persons on this Form 4 may be deemed a director by deputization as a result of Mr. Daniel Tully serving on the board of directors of the Issuer, and as a result of the reporting persons on this Form 4 having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. This filing shall not be deemed an admission by any reporting person on this Form 4 that such person is a director by deputization.

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).

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