Blackstone Holdings II SC 13G/A Hamilton Insurance / Blackstone Holdings II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Hamilton Insurance Group, Ltd.

(Name of Issuer)

Class B common shares, par value $0.01 per share

(Title of Class of Securities)

G42706104

(CUSIP Number)

September 30, 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)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  BSOF Master Fund L.P.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Cayman Islands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  PN

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  BSOF Master Fund II L.P.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Cayman Islands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  PN

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Alternative Solutions L.L.C.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  OO

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Strategic Opportunity Associates L.L.C.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  OO

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Holdings I L.P.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  PN

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Holdings II L.P.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  PN

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Holdings I/II GP L.L.C.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  OO

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Inc.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  CO

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Blackstone Group Management L.L.C.
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:  0
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:  0
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  OO

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CUSIP No. G42706104 13G  

1.	Name of Reporting Persons:  Stephen A. Schwarzman
2.	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization:  United States

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power:
	6.	Shared Voting Power:  0
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  0
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):  0%
12.	Type of Reporting Person (See Instructions):  IN

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Item 1(a). Name of Issuer

Hamilton Insurance Group, Ltd. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Wellesley House North, 1st Floor

90 Pitts Bay Road

Pembroke Bermuda HM08

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i) BSOF Master Fund L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(ii) BSOF Master Fund II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(iii) Blackstone Alternative Solutions L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iv) Blackstone Strategic Opportunity Associates L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v) Blackstone Holdings I L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

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(vi) Blackstone Holdings II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vii) Blackstone Holdings I/II GP L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(viii) Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ix) Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(x) Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

Blackstone Alternative Solutions L.L.C. is the investment manager of each of BSOF Master Fund L.P. and BSOF Master Fund II L.P. (together with BSOF Master Fund L.P., the “BSOF Funds”). Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Strategic Opportunity Associates L.L.C. is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. is the managing member of Blackstone Strategic Opportunity Associates L.L.C.

Blackstone Holdings I/II GP L.L.C. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may have been deemed to beneficially own the securities of the Issuer beneficially owned by the BSOF Funds directly or indirectly controlled by it or him, but neither

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the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BSOF Master Fund L.P. and BSOF Master Fund II L.P. to the extent of their respective direct holdings to the extent such holdings were deemed to confer beneficial ownership) was the beneficial owner of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such securities. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d). Title of Class of Securities:

Class B common shares, par value $0.01 per share (the “Class B Common Stock”).

Item 2(e). CUSIP Number:

G42706104

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

As of September 30, 2024, the BSOF Funds no longer own any shares of Class B Common Stock. This filing represents an exit filing for the Reporting Persons.

(b) Percent of class:

As of September 30, 2024, the BSOF Funds no longer own any shares of Class B Common Stock. This filing represents an exit filing for the Reporting Persons.

(c) Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

Reporting Persons no longer beneficially own any shares of Class B Common Stock.

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(ii) Shared power to vote or to direct the vote:

Reporting Persons no longer beneficially own any shares of Class B Common Stock.

(iii) Sole power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any shares of Class B Common Stock.

(iv) Shared power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any shares of Class B Common Stock.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6. Ownership of More than Five 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.

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. Certification.

Not applicable.

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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.

Dated: November 12, 2024

BSOF MASTER FUND L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:	/s/ Jack Pitts
Name:	Jack Pitts
Title:	Authorized Signatory
BSOF MASTER FUND II L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:	/s/ Jack Pitts
Name:	Jack Pitts
Title:	Authorized Signatory
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C.
By:	/s/ Jack Pitts
Name:	Jack Pitts
Title:	Authorized Signatory
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.
By:	/s/ Jack Pitts
Name:	Jack Pitts
Title:	Authorized Signatory

BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By:	/s/ Tabea Hsi
Name:	Tabea Hsi
Title:	Senior Managing Director
BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By:	/s/ Tabea Hsi
Name:	Tabea Hsi
Title:	Senior Managing Director
BLACKSTONE HOLDINGS I/II GP L.L.C.
By:	/s/ Tabea Hsi
Name:	Tabea Hsi
Title:	Senior Managing Director
BLACKSTONE INC.
By:	/s/ Tabea Hsi
Name:	Tabea Hsi
Title:	Senior Managing Director
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ Tabea Hsi
Name:	Tabea Hsi
Title:	Senior Managing Director
/s/ Stephen A. Schwarzman
Stephen A. Schwarzman