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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Stock | (6) | 05/08/2024 | S(1) | 8,625,465 | (6) | (6) | Class B Common Stock | 8,625,465 | $ 12 (1) | 0 | I | See Footnotes (2) (4) (5) (7) | |||
| Class A Common Stock | (6) | 05/08/2024 | S(1) | 499,264 | (6) | (6) | Class B Common Stock | 499,264 | $ 12 (1) | 0 | I | See Footnotes (3) (4) (5) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BSOF Master Fund L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| BSOF Master Fund II L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Alternative Solutions L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Strategic Opportunity Associates L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Holdings I L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Holdings II L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Holdings I/II GP L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Inc. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C., By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., By: /s/ Jack Pitts, Name: Jack Pitts, Title: Authorized Person | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 05/10/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ STEPHEN A. SCHWARZMAN | 05/10/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects a repurchase of shares by Hamilton Insurance Group, Ltd. (the "Issuer") pursuant to a Share Repurchase Agreement, dated May 8, 2024, which repurchase is expected to close on May 10, 2024. |
| (2) | Reflects securities of the Issuer held directly by BSOF Master Fund L.P., a Cayman Islands exempted limited partnership ("BSOF"). |
| (3) | Reflects securities of the Issuer held directly by BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership ("BSOF II", and together with BSOF, the "BSOF Funds"). |
| (4) | Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the managing member of BSOA. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Holdings I and Holdings II. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| (5) | (continued from footnote 4) Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him, but each (other than BSOF and BSOF II to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (6) | Pursuant to the bye-laws of the Issuer, each Class A Common Share converts automatically into one Class B Common Share upon any transfer (except for transfers to a permitted transferee as defined in the bye-laws of the Issuer), whether or not for value. |
| (7) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |