Bradley Thomas A Form 4 Argo Group International / THOMAS A BRADLEY 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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X

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^*

BRADLEY THOMAS A

(Last) (First) (Middle)

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

90 PITTS BAY ROAD

(Street)

PEMBROKE, HM 08 D0

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Argo Group International Holdings, Ltd. [ ARGO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/16/2023		D(1)		68,740(2)(3)	D	$30	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of pursuant to a definitive agreement and plan of merger (the "Merger Agreement"), dated as of February 8, 2023, by and among Argo Group International Holdings, Ltd. (the "Company"), Brookfield Reinsurance Ltd. ("Brookfield Reinsurance") and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance ("Merger Sub"), whereby Merger Sub will merge with and into the Company in accordance with the Bermuda Companies Act 1981 (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Brookfield Reinsurance. At the effective time of the Merger, each issued and outstanding Company ordinary share was automatically canceled and converted into the right to receive $30.00 in cash.

2. Includes all shares held by the Reporting Person immediately prior to the Merger each of which, at the effective time of the Merger, was converted into the right to receive $30.00 in cash.

3. At the effective time of the Merger, pursuant to the terms of the Merger Agreement, the 135,000 stock appreciation rights ("SARs") held by the Reporting Person were cancelled for no value due to the per share exercise price of such SARs being greater than the $30.00 per share Merger consideration.

Remarks:

	/s/ Allison D. Kiene, attorney-in-fact	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).
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