Global Indemnity Group, LLC — Director's Dealing 2020

May 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Indemnity Ltd (GBLI)
CIK: 0001494904
Period of Report: 2020-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-29	Class A Ordinary Shares	J	98186	—	Disposed	674173	Indirect
2020-05-29	Class A Ordinary Shares	J	42080	—	Disposed	254431	Indirect
2020-05-29	Class A Ordinary Shares	J	140266	—	Acquired	163841	Indirect
2020-05-29	Class A Ordinary Shares	J	163841	—	Disposed	0	Indirect
2020-05-29	Class A Ordinary Shares	J	1060	—	Acquired	765835	Indirect
2020-05-29	Class A Ordinary Shares	J	455	—	Acquired	293715	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-29	Class B Ordinary Shares	$	J	98186	Acquired		Class A Ordinary Shares (98186)	Indirect
2020-05-29	Class B Ordinary Shares	$	J	42080	Acquired		Class A Ordinary Shares (42080)	Indirect
2020-05-29	Class B Ordinary Shares	$	J	140266	Disposed		Class A Ordinary Shares (140266)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	2689	Indirect
Class A Ordinary Shares	14763	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 (44)	44	Indirect

Footnotes

F1: On May 15, 2020, it was resolved that U.N. Co-Investment Fund III (Cayman), L.P. be liquidated (the "Liquidation") and all assets held by U.N. Co-Investment Fund III (Cayman), L.P. distributed (the "Distribution") to its partners in accordance with the U.N. Co-Investment Fund III (Cayman), L.P. partnership agreement. In anticipation of the Liquidation, on May 29, 2020, U.N. Co-Investment Fund III (Cayman), L.P. transferred all 140,266 Global Indemnity Limited ("Issuer") Class B Ordinary Shares ("B Ordinary Shares") held by it to Fox Mercury Investments, L.P. in exchange (the "Exchange") for an equal number of Issuer Class A Ordinary Shares ("A Ordinary Shares", and, together with B Ordinary Shares, "Ordinary Shares"). On May 29, 2020, in connection with the Liquidation and the Distribution, U.N. Co-Investment Fund III (Cayman), L.P. distributed all 163,841 A Ordinary Shares held by it to its partners, including a distribution of 129,431 A Ordinary (continued in footnote 2)

F2: Shares to Fox Mercury Investments, L.P. in respect of its limited partnership interest in U.N. Co-Investment Fund III (Cayman), L.P. and a distribution of 1,515 A Ordinary Shares to Fox Mercury Investments, L.P. in lieu of cash. In the Distribution, 32,895 A Ordinary Shares were distributed by U.N. Co-Investment Fund III (Cayman), L.P. to limited partners in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of such Ordinary Shares. As a result of the Distribution, Mr. Fox's beneficial ownership of A Ordinary Shares (excluding the 32,895 A Ordinary Shares that were distributed to limited partners in which Mr. Fox has no beneficial ownership interest) increased by 1,515 shares.

F3: Includes 80,500 A Ordinary Shares held by Mercury Assets Delaware LLC and Ordinary Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which, following the Exchange, Liquidation and Distribution, holds 979,050 A Ordinary shares and 140,266 B Ordinary Shares. Prior to the Distribution, Fox Mercury Investments, L.P. was an indirect owner of 129,431 A Ordinary Shares held by U.N. Co-Investment Fund III (Cayman), L.P., all of which such shares Fox Mercury Investments, L.P. received in the Distribution. The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F4: Ordinary Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, following the Exchange, Liquidation and Distribution, holds 979,050 A Ordinary shares and 140,266 B Ordinary Shares. Prior to the Distribution, Fox Mercury Investments, L.P. was an indirect owner of 129,431 A Ordinary Shares held by U.N. Co-Investment Fund III (Cayman), L.P., all of which such shares Fox Mercury Investments, L.P. received in the Distribution. 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.

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

F6: As further explained in footnotes (1) through (4), U.N. Co-Investment Fund III (Cayman), L.P. distributed 129,431 of these A Ordinary Shares to Fox Mercury Investments, L.P. in respect of its limited partnership interest in U.N. Co-Investment Fund III (Cayman), L.P. and a further 1,515 of these A Ordinary Shares to Fox Mercury Investments, L.P. in lieu of cash.

F7: Ordinary Shares owned by 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 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), Ltd. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F8: Ordinary Shares owned by U.N. Holdings (Cayman) II, Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman) II, Ltd. is held by Fund II. The sole 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. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F9: Each B Ordinary Share is convertible into one A Ordinary Share.

F10: Ordinary Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd 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 Fox Paine Capital Co-Investors International GP, Ltd. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.