UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
December 31, 2023
(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) |
| [X] | 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 the 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).
| 1. | Names of Reporting Persons |
Hamilton Investments, LP
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Bermuda
| | 5. | Sole Voting Power |
Number of Shares | | 4,141,696 |
Beneficially Owned By Each | 6. | Shared Voting Power 0 |
Reporting Person With | 7. | Sole Dispositive Power 4,141,696 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,141,696
| 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) |
7.4% (1)
| 12. | Type of Reporting Person (See Instructions) |
PN
| (1) | Based on 56,036,067 Class B Common Shares of Hamilton Insurance Group, Ltd. (the “Issuer”) outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2023. |
| 1. | Names of Reporting Persons |
Two Sigma Investments, LP
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
| | 5. | Sole Voting Power |
Number of Shares | | 4,141,696 |
Beneficially Owned By Each | 6. | Shared Voting Power 0 |
Reporting Person With | 7. | Sole Dispositive Power 4,141,696 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,141,696
| 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) |
7.4% (1)
| 12. | Type of Reporting Person (See Instructions) |
IA, PN
| (1) | Based on 56,036,067 Class B Common Shares of the Issuer outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on December 6, 2023. |
| 1. | Names of Reporting Persons |
Two Sigma Management, LLC
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
| | 5. | Sole Voting Power |
Number of Shares | | 4,141,696 |
Beneficially Owned By Each | 6. | Shared Voting Power 0 |
Reporting Person With | 7. | Sole Dispositive Power 4,141,696 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,141,696
| 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) |
7.4% (1)
| 12. | Type of Reporting Person (See Instructions) |
HC, OO
| (1) | Based on 56,036,067 Class B Common Shares of the Issuer outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on December 6, 2023. |
| 1. | Names of Reporting Persons |
John A. Overdeck
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
United States
| | 5. | Sole Voting Power |
Number of Shares | | 4,341,696 |
Beneficially Owned By Each | 6. | Shared Voting Power 0 |
Reporting Person With | 7. | Sole Dispositive Power 4,341,696 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,341,696
| 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) |
7.8% (1)
| 12. | Type of Reporting Person (See Instructions) |
HC, IN
| (1) | Based on 56,036,067 Class B Common Shares of the Issuer outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on December 6, 2023. |
| 1. | Names of Reporting Persons |
David M. Siegel
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
United States
| | 5. | Sole Voting Power |
Number of Shares | | 4,141,696 |
Beneficially Owned By Each | 6. | Shared Voting Power 0 |
Reporting Person With | 7. | Sole Dispositive Power 4,141,696 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,141,696
| 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) |
7.4% (1)
| 12. | Type of Reporting Person (See Instructions) |
HC, IN
| (1) | Based on 56,036,067 Class B Common Shares of the Issuer outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on December 6, 2023. |
Schedule 13G
| Item 1(a). | Name of Issuer: |
| | |
| | Hamilton Insurance Group, Ltd. (the "Issuer"). |
| | |
| Item 1(b). | Address of the Issuer's Principal Executive Offices: |
| | |
| | Wellesley House North, 1st Floor, 90 Pitts Bay Road |
| | Pembroke HM 08 Bermuda |
| | |
| Item 2(a). | Name of Person Filing |
| | |
| | This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): |
Hamilton Investments, LP (the “Fund”), Two Sigma Investments, LP (the “Investment Manager”), Two Sigma Management, LLC (“TS Management”), John A. Overdeck, and David M. Siegel.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| | |
| | The address of the principal business office of each of the Reporting Persons is 100 Avenue of the Americas, 16th Floor, New York, NY 10013. |
| | i)
| The Fund is a Bermuda limited partnership; |
| | | |
| | ii)
| The Investment Manager is a Delaware limited partnership; |
| | | |
| | iii)
| TS Management is a Delaware limited liability company.
|
| | | |
| | iv)
| John A. Overdeck is a United States citizen; and
|
| | | |
| | v)
| David M. Siegel is a United States citizen. |
| Item 2(d). | Title of Class of Securities: |
| | Class B Common Shares, $0.01 par value per share (“Class B Common Shares”). |
| 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: |
| | This Item 3 is not applicable. |
| | |
| Item 4. | Ownership: |
| | |
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.
The Fund directly holds 4,141,696 Class B Common Shares of the Issuer. The Investment Manager provides investment management services to the Fund in accordance with the terms of an Investment Management Agreement (the “Investment Management Agreement”). Two Sigma Principals, LLC (the “General Partner”) is the general partner of the Fund and has delegated its authority to make all investment decisions for the Fund to the Investment Manager in accordance with the terms of the Investment Management Agreement. TS Management is the controlling entity of the General Partner and the Investment Manager. John A. Overdeck and David M. Siegel participate in the governance and management of TS Management (and the governance and management of the General Partner and the Investment Manager) through their positions on the management committee of TS Management. John A. Overdeck and David M. Siegel do not have any pecuniary interest in the securities held by the Fund.
In addition, Hopkins Holdings, LLC (“Hopkins Holdings”) directly holds 200,000 Class B Common Shares of the Issuer. Hopkins Holdings is managed by John A. Overdeck.
Further, in addition to the securities reported herein, Hopkins Holdings directly holds 9,860,039 Class A Common Shares of the Issuer and Sango Hoken Holdings, LLC (“Sango Holdings”) directly holds 9,660,039 Class A Common Shares of the Issuer. Sango Holdings is managed by David M. Siegel.
| 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 Persons have ceased to be the beneficial owners 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: |
| | |
| | This Item 6 is not applicable. |
| | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| | |
| | See Item 4. |
| | |
| Item 8. | Identification and Classification of Members of the Group: |
| | |
| | This Item 8 is not applicable. |
| | |
| Item 9. | Notice of Dissolution of Group: |
| | |
| | This Item 9 is not applicable. |
| | |
| Item 10. | Certification: |
| | This Item 10 is not applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2024 | HAMILTON INVESTMENTS, LP |
| | |
| | By: Two Sigma Investments, LP, its Investment Manager |
| | |
| | By: /s/ Steve H. Metzger |
| | Steve H. Metzger |
| | Authorized Person |
| Date: February 14, 2024 | TWO SIGMA INVESTMENTS, LP |
| | |
| | By: /s/ Steve H. Metzger |
| | Steve H. Metzger |
| | Authorized Person |
| Date: February 14, 2024 | TWO SIGMA MANAGEMENT, LLC |
| | |
| | By: /s/ Gregory C. Shih |
| | Gregory C. Shih |
| | Authorized Person |
| Date: February 14, 2024 | JOHN A. OVERDECK |
| | |
| | By: /s/ John A. Overdeck |
| | John A. Overdeck |
| Date: February 14, 2024 | DAVID M. SIEGEL |
| | |
| | By: /s/ David M. Siegel |
| | David M. Siegel |
| | |
EXHIBIT INDEX
| 99.1 | Joint Filing Agreement, dated as of February 14, 2024, by and among the Reporting Persons |
| | |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class B Common Shares, $0.01 par value per share, of Hamilton Insurance Group, Ltd., dated as of February 14, 2024, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: February 14, 2024 | HAMILTON INVESTMENTS, LP |
| | |
| | By: Two Sigma Investments, LP, its Investment Manager |
| | |
| | By: /s/ Steve H. Metzger |
| | Steve H. Metzger |
| | Authorized Person |
| Date: February 14, 2024 | TWO SIGMA INVESTMENTS, LP |
| | |
| | By: /s/ Steve H. Metzger |
| | Steve H. Metzger |
| | Authorized Person |
| Date: February 14, 2024 | TWO SIGMA MANAGEMENT, LLC |
| | |
| | By: /s/ Gregory C. Shih
|
| | Gregory C. Shih |
| | Authorized Person |
| Date: February 14, 2024 | JOHN A. OVERDECK |
| | |
| | By: /s/ John A. Overdeck |
| | John A. Overdeck |
| Date: February 14, 2024 | DAVID M. SIEGEL |
| | |
| | By: /s/ David M. Siegel |
| | David M. Siegel |
| | |
