Global Indemnity Form 4 / SAUL A FOX 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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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^*

FOX SAUL A

(Last)

(First)

(Middle)

3 BALA PLAZA EAST, SUITE 300

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Indemnity Group, LLC [ GBLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	⁽¹⁾	04/12/2021		J⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾			42,598	⁽¹⁾	⁽¹⁾	Class A Common Shares	42,598	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	1,830,207	I	See Footnote⁽⁶⁾
Class B Common Shares	⁽¹⁾	04/12/2021		J⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾			56,513	⁽¹⁾	⁽¹⁾	Class A Common Shares	56,513	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	1,877,578	I	See Footnote⁽⁷⁾
Class B Common Shares	⁽¹⁾	04/12/2021		J⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		66,438		⁽¹⁾	⁽¹⁾	Class A Common Shares	66,438	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	66,438	I	See Footnote⁽⁸⁾
Class B Common Shares	⁽¹⁾	04/12/2021		J⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		18,509		⁽¹⁾	⁽¹⁾	Class A Common Shares	18,509	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	18,509	I	See Footnote⁽⁹⁾
Class B Common Shares	⁽¹⁾	04/12/2021		J⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		14,164		⁽¹⁾	⁽¹⁾	Class A Common Shares	14,164	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	14,164	I	See Footnote⁽¹⁰⁾
Class B Common Shares	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	98,186		98,186	I	See Footnote⁽¹¹⁾
Class B Common Shares	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	42,080		42,080	I	See Footnote⁽¹²⁾
Class B Common Shares	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	44		44	I	See Footnote⁽¹³⁾

Explanation of Responses:

1. Each B Common Share is convertible into one A Common Share.

2. As previously reported on Form 4, on April 1, 2021, it was resolved that each of U.N. Holdings (Cayman), Ltd. ("UNH I") and U.N. Holdings (Cayman) II, Ltd. ("UNH II") be liquidated and all assets held by each of UNH I and UNH II be distributed to their respective shareholders in accordance with their respective Articles of Association, followed by the liquidation of, and distribution of all assets held by, the minority shareholders of UNH I and UNH II (collectively, the "Distributions"). Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Upon completion of the Distributions, 3,806,896 Common Shares will continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. On April 5, 2021, in anticipation of the Distributions, (i) UNH I converted (continued in footnote 3)

3. 93,080 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) UNH II converted 93,080 B Common Shares into A Common Shares (collectively, the "Conversions"). Beginning on April 8, 2021, in connection with the Distributions, all 203,612 A Common Shares previously owned by UNH I and UNH II were distributed to persons in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares that were distributed to persons in which Mr. Fox has no beneficial ownership interest. On April 12, 2021, in connection with the Distributions, UNH I and UNH II distributed 99,111 B Common Shares as follows: (i) 66,438 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II Co-Investors International, L.P. in respect of its equity interest in UNH I and UNH II, (continued in footnote 4)

4. (ii) 18,509 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in UNH I and UNH II and (iii) 14,164 B Common Shares previously owned by UNH I and UNH II were distributed to FPC Investment GP in respect of its equity interest in UNH I and UNH II. Upon completion of the Distributions, it is expected that, (i) as a result of further distributions by Fox Paine Capital Fund II GP, LLC and FPC Investment GP, 32,673 B Common Shares previously owned by UNH I and UNH II will be distributed to Fox Mercury Investments, L.P. in respect of a portion of its indirect equity interest in UNH I and UNH II, (ii) as a result of further distributions by Fox Paine Capital Fund II Co-Investors International, L.P., 66,438 B Common Shares previously owned by UNH I and UNH II will be distributed to FP International LPH, L.P. in respect of a portion of its indirect equity interest (continued in footnote 5)

5. in UNH I and UNH II and (iii) 3,707,785 B Common Shares owned by UNH I and UNH II will be distributed to Fox Paine Capital Fund II International, L.P. ("Fund II") in respect of its equity interest in UNH I and UNH II. Fund II has no current intention to liquidate or to further distribute the Common Shares that will be received by Fund II in the Distributions. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change.

6. Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by UNH I. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

7. Common Shares owned by UNH II. A majority of the outstanding share capital of UNH II is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by UNH II. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

8. Common Shares owned by Fox Paine Capital Fund II Co-Investors International, L.P. The sole general partner of Fox Paine Capital Fund II Co-Investors International, L.P. is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by Fox Paine Capital Fund II Co-Investors International, L.P. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

9. Common Shares owned by Fox Paine Capital Fund II GP, LLC. The manager of Fox Paine Capital Fund II GP, LLC is Fox Paine Capital Management II, LLC. As a result, Fox Paine Capital Management II, LLC may be deemed to control the Common Shares owned by Fox Paine Capital Fund II GP, LLC. Fox Paine Capital Management II, LLC is wholly owned by Fox Mercury Investments, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

10. Common Shares owned by FPC Investment GP. The sole general partner of FPC Investment GP is Fox Paine Capital Fund II GP, LLC. The manager of Fox Paine Capital Fund II GP, LLC is Fox Paine Capital Management II, LLC. As a result, Fox Paine Capital Management II, LLC may be deemed to control the Common Shares owned by Fox Paine Capital Fund II GP, LLC. Fox Paine Capital Management II, LLC is wholly owned by Fox Mercury Investments, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

11. Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held before the Distributions, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

12. Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held before the Distributions, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

13. Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

Remarks:

	/s/Stephen W. Ries, Attorney-in-Fact	04/14/2021
	** 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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Global Indemnity (GBLI) Form 4Global Indemnity / SAUL A FOX ownership change