Global Indemnity Group, LLC — Director's Dealing 2021

Apr 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Indemnity Group, LLC (GBLI)
CIK: 0001494904
Period of Report: 2021-04-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-12	Class B Common Shares	$	J	42598	Disposed		Class A Common Shares (42598)	Indirect
2021-04-12	Class B Common Shares	$	J	56513	Disposed		Class A Common Shares (56513)	Indirect
2021-04-12	Class B Common Shares	$	J	66438	Acquired		Class A Common Shares (66438)	Indirect
2021-04-12	Class B Common Shares	$	J	18509	Acquired		Class A Common Shares (18509)	Indirect
2021-04-12	Class B Common Shares	$	J	14164	Acquired		Class A Common Shares (14164)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Shares	$		Class A Common Shares (98186)	98186	Indirect
Class B Common Shares	$		Class A Common Shares (42080)	42080	Indirect
Class B Common Shares	$		Class A Common Shares (44)	44	Indirect

Footnotes

F1: Each B Common Share is convertible into one A Common Share.

F2: As previously reported on Form 4, on April 1, 2021, it was resolved that each of U.N. Holdings (Cayman), Ltd. ("UNH I") and U.N. Holdings (Cayman) II, Ltd. ("UNH II") be liquidated and all assets held by each of UNH I and UNH II be distributed to their respective shareholders in accordance with their respective Articles of Association, followed by the liquidation of, and distribution of all assets held by, the minority shareholders of UNH I and UNH II (collectively, the "Distributions"). Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Upon completion of the Distributions, 3,806,896 Common Shares will continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares will be held by persons in which Mr. Fox has no beneficial interest. On April 5, 2021, in anticipation of the Distributions, (i) UNH I converted (continued in footnote 3)

F3: 93,080 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) UNH II converted 93,080 B Common Shares into A Common Shares (collectively, the "Conversions"). Beginning on April 8, 2021, in connection with the Distributions, all 203,612 A Common Shares previously owned by UNH I and UNH II were distributed to persons in which Mr. Fox has no beneficial ownership interest. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares that were distributed to persons in which Mr. Fox has no beneficial ownership interest. On April 12, 2021, in connection with the Distributions, UNH I and UNH II distributed 99,111 B Common Shares as follows: (i) 66,438 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II Co-Investors International, L.P. in respect of its equity interest in UNH I and UNH II, (continued in footnote 4)

F4: (ii) 18,509 B Common Shares previously owned by UNH I and UNH II were distributed to Fox Paine Capital Fund II GP, LLC in respect of its equity interest in UNH I and UNH II and (iii) 14,164 B Common Shares previously owned by UNH I and UNH II were distributed to FPC Investment GP in respect of its equity interest in UNH I and UNH II. Upon completion of the Distributions, it is expected that, (i) as a result of further distributions by Fox Paine Capital Fund II GP, LLC and FPC Investment GP, 32,673 B Common Shares previously owned by UNH I and UNH II will be distributed to Fox Mercury Investments, L.P. in respect of a portion of its indirect equity interest in UNH I and UNH II, (ii) as a result of further distributions by Fox Paine Capital Fund II Co-Investors International, L.P., 66,438 B Common Shares previously owned by UNH I and UNH II will be distributed to FP International LPH, L.P. in respect of a portion of its indirect equity interest (continued in footnote 5)

F5: in UNH I and UNH II and (iii) 3,707,785 B Common Shares owned by UNH I and UNH II will be distributed to Fox Paine Capital Fund II International, L.P. ("Fund II") in respect of its equity interest in UNH I and UNH II. Fund II has no current intention to liquidate or to further distribute the Common Shares that will be received by Fund II in the Distributions. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change.

F6: Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I 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 Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by UNH I. 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.

F7: Common Shares owned by UNH II. A majority of the outstanding share capital of UNH II 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 Common Shares owned by UNH II. 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: Common Shares owned by Fox Paine Capital Fund II Co-Investors International, L.P. The sole general partner of Fox Paine Capital Fund II Co-Investors International, L.P. 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 Common Shares owned by Fox Paine Capital Fund II Co-Investors International, 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.

F9: Common Shares owned by Fox Paine Capital Fund II GP, LLC. The manager of Fox Paine Capital Fund II GP, LLC is Fox Paine Capital Management II, LLC. As a result, Fox Paine Capital Management II, LLC may be deemed to control the Common Shares owned by Fox Paine Capital Fund II GP, LLC. Fox Paine Capital Management II, LLC is wholly owned by Fox Mercury Investments, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F10: Common Shares owned by FPC Investment GP. The sole general partner of FPC Investment GP is Fox Paine Capital Fund II GP, LLC. The manager of Fox Paine Capital Fund II GP, LLC is Fox Paine Capital Management II, LLC. As a result, Fox Paine Capital Management II, LLC may be deemed to control the Common Shares owned by Fox Paine Capital Fund II GP, LLC. Fox Paine Capital Management II, LLC is wholly owned by Fox Mercury Investments, L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

F11: Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held before the Distributions, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. 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.

F12: Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held before the Distributions, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. 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.

F13: Common 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 Common 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.