| Item 1. | |
| (a) | Name of issuer:
Bowhead Specialty Holdings Inc. |
| (b) | Address of issuer's principal executive
offices:
452 Fifth Avenue, New York, NY 10018 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is filed by:
(i) GPC Partners Investments (SPV III) LP, a Delaware limited partnership ("GPC Fund");
(ii) GPC Partners GP LLC, a Delaware limited liability company ("GPC GP");
(iii) Gallatin Point Capital LLC, a Delaware limited liability company ("Gallatin Point");
(iv) Matthew B. Botein, a citizen of the United States of America; and
(v) Lewis A. (Lee) Sachs, a citizen of the United States of America.
GPC Fund is the direct holder of the securities listed this Schedule 13G. Gallatin Point is the managing member of GPC GP, which is the general partner of GPC Fund. Matthew B. Botein and Lewis A. (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund. |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of the Reporting Persons is 660 Steamboat Road, Greenwich CT 06830 |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
10240L102 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
GPC Fund directly owns 10,968,445 shares of Common Stock of the Issuer. GPC GP, as the general partner of GPC Fund, Gallatin Point, as the Managing Member of GPC GP, and Messrs. Botein and Sachs, as the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point, may each be deemed to have voting and dispositive power over the shares held directly by GPC Fund. |
| (b) | Percent of class:
The shares directly owned by GPC Fund represent approximately 33.6% of the Common Stock of the Issuer, based on 32,658,823 shares of Common Stock outstanding as of October 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
GPC Fund: 10,968,445 shares of Common Stock;
GPC GP: 10,968,445 shares of Common Stock;
Gallatin Point: 10,968,445 shares of Common Stock;
Mr. Botein: 10,968,445 shares of Common Stock;
Mr. Sachs: 10,968,445 shares of Common Stock.
|
| | (ii) Shared power to vote or to direct the
vote:
N/A
|
| | (iii) Sole power to dispose or to direct the
disposition of:
GPC Fund: 10,968,445 shares of Common Stock;
GPC GP: 10,968,445 shares of Common Stock;
Gallatin Point: 10,968,445 shares of Common Stock;
Mr. Botein: 10,968,445 shares of Common Stock;
Mr. Sachs: 10,968,445 shares of Common Stock.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
N/A
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
GPC Fund and American Family Mutual Insurance Company, S.I. ("AFMIC") are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 under the Exchange Act. The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and each Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)