Altaris Health Partners III Form 4 Trean Insurance / George Aitken-Davies 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^*

Altaris Partners, LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trean Insurance Group, Inc. [ TIG ]

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)
04/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	04/21/2023		D(1)		270	D	(1)(2)	0	I	See footnotes(3)(4)
Common Stock, par value $0.01 per share	04/21/2023		D(1)		19,545,133	D	(1)(2)	0	I	See footnotes(3)(5)
Common Stock, par value $0.01 per share	04/21/2023		D(1)		61	D	(1)(2)	0	I	See footnotes(6)(7)
Common Stock, par value $0.01 per share	04/21/2023		D(1)		4,478,455	D	(1)(2)	0	I	See footnotes(6)(8)

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

1. Name and Address of Reporting Person^*

Altaris Partners, LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AHP-TH LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AHP-BHC LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACP-TH LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACP-BHC LLC

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AHP III GP, L.P.

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altaris Constellation Partners, L.P.

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AHP Constellation GP, L.P.

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aitken-Davies George

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altaris Health Partners III, L.P.

(Last) (First) (Middle)

10 EAST 53RD STREET, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, each of the Reporting Persons no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

2. The reported shares of Company Common Stock, in connection with closing of the merger and pursuant to contribution and exchange agreements, were disposed of in exchange for equity interests in an indirect owner of Parent, with an equivalent aggregate value as of the effective date of the merger, based on the per share merger consideration of $6.15.

3. Altaris Health Partners III, L.P. ("Altaris III") is the sole owner of each of AHP-TH LLC and AHP-BHC LLC. AHP III GP, L.P. ("III GP") is the general partner of Altaris III. Altaris Partners, LLC ("Altaris LLC") is the general partner of III GP. The Reporting Person and George Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by AHP-TH LLC or AHP-BHC LLC may have been deemed to be beneficially owned by Altaris III, III GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies.

4. The reported securities were held directly by AHP-TH LLC.

5. The reported securities were held directly by AHP-BHC LLC.

6. Altaris Constellation Partners, L.P. ("Altaris Constellation") is the sole owner of each of ACP-TH LLC and ACP-BHC LLC. AHP Constellation GP, L.P. ("Constellation GP") is the general partner of Altaris Constellation. Altaris LLC is the general partner of Constellation GP. The Reporting Person and Mr. Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by ACP-TH LLC or ACP-BHC LLC may have been deemed to be beneficially owned by Altaris Constellation, Constellation GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies.

7. The reported securities were held directly ACP-TH LLC.

8. The reported securities were held directly by ACP-BHC LLC.

Remarks:

This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Daniel Tully on April 25, 2023 and relates to the same holdings. Each of the reporting persons on this Form 4 may be deemed a director by deputization as a result of Mr. Daniel Tully serving on the board of directors of the Issuer, and as a result of the reporting persons on this Form 4 having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. This filing shall not be deemed an admission by any reporting person on this Form 4 that such person is a director by deputization.

	ALTARIS PARTNERS, LLC, By: /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	AHP-TH LLC, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	AHP-BHC LLC, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	ACP-TH LLC, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	ACP-BHC LLC, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	AHP III GP, L.P., By: Altaris Partners, LLC, its general partner, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	ALTARIS CONSTELLATION PARTNERS L.P., By: AHP Constellation GP, L.P., its general partner, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	AHP CONSTELLATION GP, L.P., By: Altaris Partners, LLC, its general partner, By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	/s/ George Aitken-Davies	04/25/2023
	ALTARIS HEALTH PARTNERS III, L.P., By: AHP III GP L.P., By /s/ Daniel Tully Its: Authorized Signatory	04/25/2023
	** Signature of Reporting Person	Date
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