Global Indemnity Group, LLC — Director's Dealing 2022

Nov 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Indemnity Group, LLC (GBLI)
CIK: 0001494904
Period of Report: 2022-11-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-14	Class A Common Shares	C	87112	—	Acquired	87112	Indirect
2022-11-14	Class A Common Shares	C	66482	—	Acquired	66482	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-14	Class B Common Shares	$	C	87112	Disposed		Class A Common Shares (87112)	Indirect
2022-11-14	Class B Common Shares	$	C	66482	Disposed		Class A Common Shares (66482)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	1726503	Indirect
Class A Common Shares	293715	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Shares	$		Class A Common Shares (121057)	121057	Indirect
Class B Common Shares	$		Class A Common Shares (51882)	51882	Indirect

Footnotes

F1: On November 11, 2022, it was resolved that (i) Fox Paine Capital Fund II International, L.P. ("FPC II") will make an interim distribution of Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below) to its general partner, FP International LPH, L.P. ("LPH LP"), and that (ii) after receiving such distribution, LPH LP will make a distribution of Common Shares to certain of its limited partners in redemption of such limited partner's partnership interests, in each case, in accordance with their respective Partnership Agreements (collectively, the "Distributions"). Prior to the Distributions, FPC II and LPH LP collectively held 3,774,267 Common Shares. Upon completion of the Distributions, 3,620,673 Common Shares will continue to be held by FPC II, and 153,594 Common Shares will be held by persons in which Mr. Fox has no beneficial interest.

F2: On November 14, 2022, in anticipation of the Distributions, (i) FPC II converted 87,112 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) LPH LP converted 66,482 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that 87,112 A Common Shares owned by FPC II (after giving effect to the Conversions) and 66,482 A Common Shares held by LPH LP (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial interest within 10 days. Mr. Fox previously disclaimed beneficial ownership of the A Common Shares expected to be distributed to persons in which Mr. Fox has no beneficial interest. 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.

F3: Common Shares owned by FPC II. The sole general partner of FPC II is LPH LP. The sole general partner of LPH LP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by FPC 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.

F4: Common Shares owned by LPH LP. The sole general partner of LPH LP is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by LPH LP. 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.

F5: Includes 1,041,168 A Common Shares held by Mercury Assets Delaware LLC and 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 172,939 B Common 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.

F6: 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 172,939 B Common 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.

F7: Each B Common Share is convertible into one A Common Share.