Fox Saul A Form 4 Global Indemnity / SAUL A FOX ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FOX SAUL A

(Last)

(First)

(Middle)

112 S. FRENCH STREET, SUITE 105

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Indemnity Group, LLC [ GBLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	11/14/2022		C⁽¹⁾⁽²⁾		87,112⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	87,112	I	See Footnote⁽³⁾
Class A Common Shares	11/14/2022		C⁽¹⁾⁽²⁾		66,482⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	66,482	I	See Footnote⁽⁴⁾
Class A Common Shares								1,726,503	I	See Footnote⁽⁵⁾
Class A Common Shares								293,715	I	See Footnote⁽⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	⁽⁷⁾	11/14/2022		C⁽¹⁾⁽²⁾			87,112⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Shares	87,112	⁽¹⁾⁽²⁾	3,620,673	I	See Footnote⁽³⁾
Class B Common Shares	⁽⁷⁾	11/14/2022		C⁽¹⁾⁽²⁾			66,482⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Shares	66,482	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁴⁾
Class B Common Shares	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	121,057		121,057	I	See Footnote⁽⁵⁾
Class B Common Shares	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	51,882		51,882	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest.

2. On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. As a result of the distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change.

3. Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC II. 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.

4. Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. 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.

5. Includes 1,041,168 A Common Shares held by Mercury Assets Delaware LLC and 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.

6. 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.

7. Each B Common Share is convertible into one A Common Share.

Remarks:

	/s/Stephen W. Ries, Attorney-in-fact	11/16/2022
	** Signature of Reporting Person	Date
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).
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Fox Saul A Form 4Global Indemnity / SAUL A FOX ownership change