SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FOX SAUL A

(Last)

(First)

(Middle)

C/O GLOBAL INDEMNITY GROUP, LLC

3 BALA PLAZA EAST, SUITE 300

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Indemnity Ltd [ GBLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		98,186⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	674,173	I	See Footnote⁽³⁾
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		42,080⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	254,431	I	See Footnote⁽⁴⁾
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		140,266⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	163,841	I	See Footnote⁽⁵⁾
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		163,841⁽¹⁾⁽²⁾⁽⁶⁾	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁵⁾
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		1,060⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	765,835	I	See Footnote⁽³⁾
Class A Ordinary Shares	05/29/2020		J⁽¹⁾⁽²⁾		455⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	293,715	I	See Footnote⁽⁴⁾
Class A Ordinary Shares								2,689	I	See Footnote⁽⁷⁾
Class A Ordinary Shares								14,763	I	See Footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽⁹⁾	05/29/2020		J⁽¹⁾⁽²⁾		98,186		⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	98,186	⁽¹⁾⁽²⁾	98,186	I	See Footnote⁽³⁾
Class B Ordinary Shares	⁽⁹⁾	05/29/2020		J⁽¹⁾⁽²⁾		42,080		⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	42,080	⁽¹⁾⁽²⁾	42,080	I	See Footnote⁽⁴⁾
Class B Ordinary Shares	⁽⁹⁾	05/29/2020		J⁽¹⁾⁽²⁾			140,266	⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	140,266	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁵⁾
Class B Ordinary Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	1,965,885		1,965,885	I	See Footnote⁽⁷⁾
Class B Ordinary Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	2,027,171		2,027,171	I	See Footnote⁽⁸⁾
Class B Ordinary Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	44		44	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. 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)

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. Each B Ordinary Share is convertible into one A Ordinary Share.

10. 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.

Remarks:

	/s/ Stephen W. Ries Attorney-in-Fact	05/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.