SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2023 |
3. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class B Common Shares | 11,225,805 | I | See footnotes(1)(5) |
Class B Common Shares | 2,397,962 | I | See footnotes(2)(5) |
Class B Common Shares | 1,375,626 | I | See footnotes(3)(5) |
Class B Common Shares | 67,547 | I | See footnotes(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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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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. These shares are owned directly by Magnitude Master Fund. |
2. These shares are owned directly by Magnitude Partners Master Fund, L.P. |
3. These shares are owned directly by Magnitude Institutional, Ltd. |
4. These shares are owned directly by Magnitude Insurance Master Fund, LLC. |
5. Magnitude Capital, LLC is the investment manager for each of Magnitude Master Fund, Magnitude Partners Master Fund, L.P., and Magnitude Institutional, Ltd., and is the non-member manager of Magnitude Insurance Master Fund, LLC. Magnitude Capital, LLC is controlled by its managing members, Benjamin S. Appen and James Michael Hall. Each of Mr. Appen and Mr. Hall disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein. |
/s/ Magnitude Capital, LLC, By: Andrew Messinger, General Counsel | 11/09/2023 | |
/s/ Magnitude Master Fund, By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel | 11/09/2023 | |
/s/ Magnitude Partners Master Fund, L.P., By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel | 11/09/2023 | |
/s/ Magnitude Institutional, Ltd., By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel | 11/09/2023 | |
/s/ Magnitude Insurance Master Fund, LLC, By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel | 11/09/2023 | |
/s/ Benjamin S Appen | 11/09/2023 | |
/s/ James Michael Hall | 11/09/2023 | |
** 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 5 (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. |