| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Fidelis Insurance Holdings Ltd (Name of Issuer) |
Common Shares, par value $0.01 per share (Title of Class of Securities) |
G3398L118 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G3398L118 |
| 1 | Names of Reporting Persons Abu Dhabi Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED ARAB EMIRATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,780,973.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Percentage calculation based on a total of 111,726,363 common shares issued and outstanding as of September 30, 2024 as reported on the Issuer's Form 6-K submitted to the Securities and Exchange Commission on November 12, 2024.
SCHEDULE 13G |
| CUSIP No. | G3398L118 |
| 1 | Names of Reporting Persons Platinum Ivy B 2018 RSC Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED ARAB EMIRATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,780,973.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
1. Platinum Ivy B 2018 RSC Limited ("Platinum Ivy") is the direct owner of 3,780,973 common shares reported herein. Platinum Ivy is a wholly owned subsidiary of Abu Dhabi Investment Authority. Pursuant to the rules and regulations of the Securities and Exchange Commission, Abu Dhabi Investment Authority may be deemed to be the beneficial owner of the common shares directly held by Platinum Ivy.
2. Percentage calculation based on a total of 111,726,363 common shares issued and outstanding as of September 30, 2024 as reported on the Issuer's Form 6-K submitted to the Securities and Exchange Commission on November 12, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Fidelis Insurance Holdings Ltd | |
| (b) | Address of issuer's principal executive
offices: 90 Pitts Bay Road | |
| Item 2. | ||
| (a) | Name of person filing: (i) Abu Dhabi Investment Authority
(ii) Platinum Ivy B 2018 RSC Limited | |
| (b) | Address or principal business office or, if
none, residence: (i) 211 Corniche Street, P.O. Box 360, Abu Dhabi, United Arab Emirates 3600
(ii) Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates | |
| (c) | Citizenship: (i) Abu Dhabi Investment Authority (ADIA) is a public institution established by the Government of the Emirate of Abu Dhabi in 1976 as an independent investment institution. ADIA is a public institution wholly owned by the Emirate of Abu Dhabi and is subject to its supervision.
(ii) Platinum Ivy B 2018 RSC Limited is a restricted scope company organized under the laws of the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates. | |
| (d) | Title of class of securities: Common Shares, par value $0.01 per share | |
| (e) | CUSIP No.: G3398L118 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 3,780,973 | |
| (b) | Percent of class: 3.4% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 3,780,973 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 3,780,973 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1 - Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
* Incorporated by reference to the Joint Filing Agreement by Abu Dhabi Investment Authority and Platinum Ivy B 2018 RSC Limited dated February 5, 2024, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by Abu Dhabi Investment Authority and Platinum Ivy B 2018 RSC Limited on February 5, 2024 with respect to the shares of common stock of Fidelis Insurance Holdings Limited. |