Megan Jane Thomas Form 4 Hamilton Insurance / Megan Jane Thomas 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^*

Thomas Megan Jane

(Last)

(First)

(Middle)

C/O HAMILTON INSURANCE GROUP, LTD.

WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD

(Street)

PEMBROKE

HM08

(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)
CEO, Hamilton Re

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	03/05/2024		M		6,020	A	⁽¹⁾	90,842	D
Class B Common Shares	03/05/2024		A		32,552	A	⁽²⁾	123,394	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2021 LTIP - Performance Stock Units	⁽¹⁾	03/05/2024		M			6,020	⁽¹⁾	⁽¹⁾	Class B Common Shares	6,020	$0	0	D
2024 LTIP - Performance Stock Units	⁽³⁾	03/05/2024		A		32,552		⁽³⁾	⁽³⁾	Class B Common Shares	32,552	$0	32,552	D

Explanation of Responses:

1. On March 30, 2021, the reporting person was granted 18,873 performance stock units ("PSUs") that could be earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2023. Each PSU represented a contingent right to receive one Class B common share.

2. On March 5, 2024, the reporting person was granted 32,552 restricted stock units ('RSUs') that vest one-third per year on January 1, 2025, 2026 and 2027, 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 5, 2024 the reporting person was granted 32,552 PSUs that are earned based on two equally-weighted performance measures: (i) Return on Equity and (ii) Book Value per Share growth, both measured on an absolute basis, for the 3-year performance period ending on December 31, 2026. Each PSU represents a contingent 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.

	/s/ Gemma Carreiro, Attorney-in-Fact	03/07/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Megan Jane Thomas Form 4Hamilton Insurance / Megan Jane Thomas ownership change