Global Indemnity Group, LLC — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Indemnity Ltd (GBLI)
CIK: 0001494904
Period of Report: 2019-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Class A Ordinary Shares	A	5486	$29.63	Acquired	765937	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	2689	Indirect
Class A Ordinary Shares	14763	Indirect
Class A Ordinary Shares	23575	Indirect
Class A Ordinary Shares	296511	Indirect

Footnotes

F1: Represents a grant of 823 restricted A ordinary shares awarded in recognition of service rendered as a Board member of Global Indemnity Limited, including 823 restricted A ordinary shares awarded as a tax gross up, and 1,920 restricted A ordinary shares awarded in recognition of services rendered as a Board member of Global Indemnity Group, LLC, an indirect, wholly-owned subsidiary of the Issuer, including 1,920 restricted A ordinary shares awarded as a tax gross up. All grants are from the Issuer's current share incentive plan and vesting has been deferred to the earlier of January 1, 2024 or a change in control of the Issuer.

F2: Includes shares held indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which owns 988,370 shares. 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.

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 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. Mercury Assets Delaware LLC is a minority shareholder 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) 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. Mercury Assets Delaware LLC is a minority shareholder 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. 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 GPLTD. As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Mercury Assets Delaware LLC 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: Shares held indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which owns 988,370 shares. 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.