Megan Jane Thomas Form 3 Hamilton Insurance / Megan Jane Thomas ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Thomas Megan Jane

(Last) (First) (Middle)

PALMETTO GARDENS, SEASPRAY A5

1 PALMETTO COURT

(Street)

SMITHS D0 FL-07

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Hamilton Re

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Shares	53,789	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2021 LTIP - Restricted Stock Unit	(1)	(1)	Class B Common Shares	12,957	(1)	D
2022 LTIP - Restricted Stock Unit	(2)	(2)	Class B Common Shares	15,744	(2)	D
2023 LTIP - Restricted Stock Unit	(3)	(3)	Class B Common Shares	30,612	(3)	D
2021 LTIP - Performance Stock Unit	(4)	(4)	Class B Common Shares	18,873	(4)	D
2022 LTIP - Performance Stock Unit	(5)	(5)	Class B Common Shares	23,617	(5)	D
2023 LTIP - Performance Stock Unit	(6)	(6)	Class B Common Shares	30,612	(6)	D

Explanation of Responses:

1. On March 30, 2021, the reporting person was granted 38,873 restricted stock units ("RSUs") that vest one-third per year on January 1 of 2022, 2023, and 2024. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.

2. On February 11, 2022, the reporting person was granted 23,617 RSUs that vest one-third per year on January 1 of 2023, 2024, and 2025, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.

3. On March 10, 2023, the reporting person was granted 30,612 RSUs that vest one-third per year on January 1 of 2024, 2025, and 2026, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.

4. On March 30, 2021, the reporting person was granted 18,873 performance stock units ("PSUs") that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2023. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2024.

5. On February 11, 2022, the reporting person was granted 23,617 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2025.

6. On March 10, 2023, the reporting person was granted 30,612 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2026.

	/s/ Gemma Carreiro, Attorney-in-Fact	11/09/2023
	** 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 5 (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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