Sirius International Insurance Form 4 Sirius International Insurance / Manhem Monica Cramer 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^*

Cramer Manhem Monica

(Last) (First) (Middle)

14 WESLEY STREET

(Street)

HAMILTON D0 HM11

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sirius International Insurance Group, Ltd. [ SG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres & CEO, Sirius Int'l

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/26/2021		D		20,267	D	(1)(2)(3)	89,697	D
Common Shares	02/26/2021		D		89,697	D	(4)	0	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

Explanation of Responses:

1. 1. Represents shares of common stock of the issuer ("Sirius Shares") disposed of in connection with the merger of the issuer with Third Point Reinsurance Ltd. ("TPRE") (the "Merger"), which closed on February 26, 2021 (the "Effective Time"), and exchanged for a combination of consideration comprising (1) 0.743 of a TPRE Share and (2) in lieu of one contractual contingent value right ("CVR") (which represents the right to receive a contingent cash payment, which, taken together with the fraction of the TPRE Share received, guarantee that on the second anniversary of the Effective Time, the electing shareholder will have received equity and cash equal to at least $13.73 per Sirius Share),

2. [continued from footnote 1] which the reporting person waived (the "Waiver"), received a number of fully-vested non-voting restricted TPRE Shares equal to (x)(A) $13.00 less (B) the product of the Average TPRE Share Price (as defined in footnote 2 below) multiplied by 0.743, multiplied by (y) the number of CVRs waived pursuant to the Waiver, divided by (z) the Average TPRE Share Price, rounded down to the nearest whole number of shares.

3. The "Average TPRE Share Price" means the volume weighted average price of the TPRE Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the issuer and TPRE) measured on a cumulative basis over the fifteen (15) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the Effective Time.

4. Represents restricted stock units ("RSUs") scheduled to vest in full on the third anniversary of grant date (or on February 27, 2022). These RSUs were disposed of in connection with the Merger and exchanged for 116,372 RSUs of TPRE common shares with the same terms and conditions. RSUs settle in TPRE common shares upon the aforementioned vesting date, but if vesting accelerates upon a qualifying termination, then RSUs are settled in cash.

	/s/ Monica Cramer Manhem	03/02/2021
	** Signature of Reporting Person	Date
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