Saul A. Fox - Nov 26, 2021 Form 4 Insider Report for Global Indemnity Group, LLC (GBLI)

Signature
/s/Stephen W. Ries, Attorney-in-Fact
Stock symbol
GBLI
Transactions as of
Nov 26, 2021
Transactions value $
$0
Form type
4
Date filed
11/30/2021, 03:15 PM
Previous filing
Oct 4, 2021
Next filing
Jan 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GBLI Class B Common Shares Other -44 -100% 0 Nov 26, 2021 Class A Common Shares 44 See Footnote F1, F2, F3
transaction GBLI Class B Common Shares Other +44 +0.07% 66.5K Nov 26, 2021 Class A Common Shares 66.5K See Footnote F1, F2, F4
holding GBLI Class B Common Shares 3.71M Nov 26, 2021 Class A Common Shares 3.71M See Footnote F1, F5
holding GBLI Class B Common Shares 121K Nov 26, 2021 Class A Common Shares 121K See Footnote F1, F6
holding GBLI Class B Common Shares 51.9K Nov 26, 2021 Class A Common Shares 51.9K See Footnote F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Class B Common Share ("B Common Share") of Global Indemnity Group, LLC ("Issuer") is convertible into one Issuer Class A Common Share ("A Common Share" and, together with B Common Shares, "Common Shares").
F2 On November 10, 2021, it was resolved that Fox Paine Capital Co-Investors International GP, Ltd. ("Fund II Cayman Corp") be liquidated and all assets held by Fund II Cayman Corp be distributed to FP International LPH, L.P. ("FPI LPH"), the sole shareholder of Fund II Cayman Corp (the "Distribution"), including the 44 B Common Shares held by Fund II Cayman Corp. On November 26, 2021, Fund II Cayman Corp distributed 44 B Common Shares to FPI LPH in respect of its equity interest in Fund II Cayman Corp. FPI LPH has no current intention to liquidate or to further distribute the B Common Shares received by FPI LPH in the Distribution. As a result of the Distribution, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) did not change.
F3 Common Shares owned by Fund II Cayman Corp. The sole shareholder of Fund II Cayman Corp is FPI LPH. The sole general partner of FPI LPH is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by Fund II Cayman Corp. 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.
F4 Common Shares owned by FPI LPH. The sole general partner of FPI LPH is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by FPI LPH. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F5 Common Shares owned by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole general partner of Fund II is FPI LPH. The sole general partner of FPI LPH is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by Fund II. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
F6 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 and 172,939 B 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.
F7 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 and 172,939 B 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.