Global Indemnity Group, LLC — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Indemnity plc (GBLI)
CIK: 0001494904
Period of Report: 2016-03-04

Reporting Person: FOX SAUL A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-04	Class A Ordinary Shares	J	15364	—	Acquired	742958	Indirect
2016-03-04	Class A Ordinary Shares	J	15364	—	Acquired	16138	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	Class B Ordinary Shares	$	J	105128	Acquired		Class A Ordinary Shares (105128)	Indirect
2016-03-04	Class B Ordinary Shares	$	J	105128	Acquired		Class A Ordinary Shares (105128)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	2689	Indirect
Class A Ordinary Shares	14763	Indirect
Class A Ordinary Shares	6424	Indirect
Class A Ordinary Shares	675	Indirect
Class A Ordinary Shares	338	Indirect
Class A Ordinary Shares	267702	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Ordinary Shares	$		Class A Ordinary Shares (1965885)	1965885	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (2027171)	2027171	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (20995)	20995	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (2208)	2208	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (1104)	1104	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (5534)	5534	Indirect
Class B Ordinary Shares	$		Class A Ordinary Shares (44)	44	Indirect

Footnotes

F1: On March 4,2016, Mercury Assets Delaware LLC acquired approximately 95.20% limited partnership interest in U. N. Co-Investment Fund III (Cayman), L. P. not previously owned by Mr. Fox for an aggregate purchase price of $2,679,806. See footnote 2 for more information regarding Mercury Assets Delaware LLC.

F2: The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox discliams beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F3: Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman), Ltd. is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole managing general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F4: Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman) II, Ltd. is held by Fund II. The sole managing general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F5: Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F6: Shares owned by U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F7: Shares owned by U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F8: Shares owned by U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F9: Shares held indirectly by Fox Paine Global, Inc. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F10: Each B Ordinary Share is convertible into one A Ordinary Share.

F11: Shares owned by U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F12: Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.