| Item 1. | |
| (a) | Name of issuer:
Fidelis Insurance Holdings Limited |
| (b) | Address of issuer's principal executive offices:
Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08 |
| Item 2. | |
| (a) | Name of person filing:
See Item 2(c) below. |
| (b) | Address or principal business office or, if none, residence:
See Item 2(c) below. |
| (c) | Citizenship:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) CVC Falcon Holdings Limited
27 Esplanade, St Helier
Jersey JE1 1SG, Channel Islands
Citizenship: Jersey
(ii) CVC Capital Partners VI Limited
27 Esplanade, St Helier
Jersey JE1 1SG, Channel Islands
Citizenship: Jersey
The Reporting Persons have previously entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. |
| (d) | Title of class of securities:
Common Shares, par value $0.01 per share |
| (e) | CUSIP No.:
G3398L118 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of June 30, 2025, CVC Falcon Holdings Limited directly held 12,672,896 Common Shares, par value $0.01 per share ("Common Stock") of Fidelis Insurance Holdings Limited (the "Issuer"). Calculations of the percentage of shares of Common Stock beneficially owned are based on 109,117,916 shares of Common Stock outstanding as of May 15, 2025, as disclosed in the Prospectus filed by the Issuer with the Securities and Exchange Commission on June 12, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Person's cover page.
CVC Falcon Holdings Limited is wholly owned by certain investment funds managed by CVC Capital Partners VI Limited. As a result, CVC Capital Partners VI Limited may be deemed to beneficially own the securities directly held by CVC Falcon Holdings Limited. CVC Capital Partners VI Limited is managed by a four member board of directors that exercises voting and investment authority with respect to the Common Stock. The approval of a majority of such directors is required to make any investment or voting decision with regard to the Common Stock.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that CVC Capital Partners VI Limited is the beneficial owner of Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and CVC Capital Partners VI Limited expressly disclaims beneficial ownership of such shares of Common Stock.
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| (b) | Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See each cover page hereof.
|
| | (ii) Shared power to vote or to direct the vote:
See each cover page hereof.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)