| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Shares | 11/14/2023 | S | 1,103,232 | D | $14.0625 | 4,330,821 | D(1)(2) | |||
| Class B Common Shares | 11/14/2023 | P | 200,000 | A | $15 | 200,000 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Class B Common Shares of Hamilton Insurance Group, Ltd. (the "Issuer") held directly by Hamilton Investments, LP (the "Fund"). Two Sigma Investments, LP (the "Investment Manager") provides investment management services to the Fund in accordance with the terms of an Investment Management Agreement (the "Investment Management Agreement"). Two Sigma Principals, LLC (the "General Partner") is the general partner of the Fund and has delegated its authority to make all investment decisions for the Fund to the Investment Manager in accordance with the terms of the Investment Management Agreement. Two Sigma Management, LLC ("TS Management") is the controlling entity of the General Partner and the Investment Manager. John A. Overdeck and David M. Siegel participate in the governance and management of TS Management (and the governance and management of the General Partner and the Investment Manager) |
| 2. (Continued From Footnote 1) through their positions on the management committee of TS Management. John A. Overdeck and David M. Siegel do not have any pecuniary interest in the securities held by the Fund. |
| 3. Class B Common Shares of the Issuer held directly by Hopkins Holdings, LLC ("Hopkins Holdings"). Hopkins Holdings is managed by John A. Overdeck. |
| HAMILTON INVESTMENTS, LP, By: Two Sigma Investments, LP, its Investment Manager, Name: /s/ Steve H. Metzger, Title:Authorized Person | 11/16/2023 | |
| TWO SIGMA INVESTMENTS, LP, Name: /s/ Steve H. Metzger, Title:Authorized Person | 11/16/2023 | |
| TWO SIGMA MANAGEMENT, LLC, Name: /s/ Gregory C. Shih, Title: Authorized Person | 11/16/2023 | |
| JOHN A. OVERDECK, Name: /s/ John A. Overdeck | 11/16/2023 | |
| DAVID M. SIEGEL, Name: /s/ David M. Siegel | 11/16/2023 | |
| ** 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). | ||
| 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. | ||
