Hamilton Insurance (HG) Form 4 Hamilton Insurance / Craig Howie 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^*

Howie Craig

(Last) (First) (Middle)

2275 SPYGLASS HILL

(Street)

CENTER VALLEY PA 18034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Shares	03/01/2024		M		24,698	A	(3)	31,277	D
Class B Common Shares	01/01/2024		F		11,343(1)	D	$14.95(2)	19,934	D

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
2022 LTIP - Restricted Stock Units	(3)	03/01/2024		M			10,121	(4)	(4)	Class B Common Shares	10,121	$0	10,121	D
2023 LTIP - Restricted Stock Units	(3)	03/01/2024		M			14,577	(5)	(5)	Class B Common Shares	14,577	$0	29,155	D

Explanation of Responses:

1. Represents shares retained by the issuer to satisfy tax withholding obligations upon the vesting of restricted stock units ("RSUs").

2. Represents the value of the shares on the vesting date which was used to determine the number of shares to be retained by the issuer to satisfy the tax withholding obligations.

3. RSUs convert into Class B Common Shares on a one-for-one basis.

4. On February 11, 2022, the reporting person was granted 30,364 RSUs vesting in equal installments on each of January 1, 2023, 2024 and 2025.

5. On March 10, 2023, the reporting person was granted 43,732 RSUs vesting in equal installments on each of January 1, 2024, 2025 and 2026.

	/s/ Gemma Carreiro, Attorney-in-Fact	03/05/2024
	** 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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