Matthew Botein - May 23, 2024 Form 3 Insider Report for Bowhead Specialty Holdings Inc. (BOW)

Signature
/s/ H. Matthew Crusey, as attorney-in-fact
Stock symbol
BOW
Transactions as of
May 23, 2024
Transactions value $
$0
Form type
3
Date filed
5/23/2024, 09:38 PM
Previous filing
Jan 13, 2023
Next filing
Jul 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BOW Common Stock 14.4M May 23, 2024 See Footnote F1, F2, F3

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
holding BOW Call Option (obligation to sell) May 23, 2024 Common Stock 788K $17.00 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 a) GPC Partners Investments (SPV III) LP ("GPC Fund") Fund and American Family Mutual Insurance Company, S.I. ("AFMIC") are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 under the Securities Exchange Act of 1934 (the "Exchange Act"). The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and the Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group.
F2 b) Represents GPC Fund's allocation of securities held directly by Bowhead Insurance Holdings LP ("BIHL") based on GPC Fund's ownership of limited partnership interests in BIHL. Bowhead Insurance GP LLC ("BIHL GP") is the general partner of BIHL. Through their interests in BIHL, and as a result of having certain voting and governance rights under the BIHL limited partnership agreement and BIHL GP limited liability company agreement, GPC Fund and AFMIC may be deemed to have shared voting and dispositive power over all of the securities held directly by BIHL (24,000,000 shares of common stock).
F3 c) Gallatin Point Capital LLC ("Gallatin Point") is the manager of GPC Partners GP LLC ("GPC GP"), which is the general partner of GPC Fund. The Reporting Person and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F4 This option was issued by GPC Fund and assumes that the over-allotment option granted by the Issuer to the underwriters will not be exercised. To the extent it is exercised, the option will be increased by 2.5% of such additional shares issued, up to a maximum of 816,471 shares.

Remarks:

Exhibit 24.1 - Power of Attorney