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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 11/14/23 |
| Not Subject to Section 16? Yes |
| Issuer: |
| Issuer CIK: 1593275 |
| Issuer Name: Hamilton Insurance Group, Ltd. |
| Issuer Trading Symbol: HG |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1593268 |
| | Owner Name: Hamilton Investments, LP |
| Reporting Owner Address: |
| | Owner Street 1: 100 AVENUE OF THE AMERICAS, 16TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1179392 |
| | Owner Name: TWO SIGMA INVESTMENTS, LP |
| Reporting Owner Address: |
| | Owner Street 1: 100 AVENUE OF THE AMERICAS, 16TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1534698 |
| | Owner Name: Two Sigma Management, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 100 AVENUE OF THE AMERICAS, 16TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2000561 |
| | Owner Name: Overdeck John Albert |
| Reporting Owner Address: |
| | Owner Street 1: 100 AVENUE OF THE AMERICAS |
| | Owner Street 2: 16TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2000586 |
| | Owner Name: Siegel David Mark |
| Reporting Owner Address: |
| | Owner Street 1: 100 AVENUE OF THE AMERICAS |
| | Owner Street 2: 16TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Shares |
| | Transaction Date: |
| | | Value: 11/14/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,103,232 |
| | | Transaction Price Per Share: |
| Value: 14.0625 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,330,821 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Shares |
| | Transaction Date: |
| | | Value: 11/14/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 200,000 |
| | | Transaction Price Per Share: |
| Value: 15 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnotes: |
| Footnote - F1: Class B Common Shares of Hamilton Insurance Group, Ltd. (the "Issuer") held directly by Hamilton Investments, LP (the "Fund"). Two Sigma Investments, LP (the "Investment Manager") provides investment management services to the Fund in accordance with the terms of an Investment Management Agreement (the "Investment Management Agreement"). Two Sigma Principals, LLC (the "General Partner") is the general partner of the Fund and has delegated its authority to make all investment decisions for the Fund to the Investment Manager in accordance with the terms of the Investment Management Agreement. Two Sigma Management, LLC ("TS Management") is the controlling entity of the General Partner and the Investment Manager. John A. Overdeck and David M. Siegel participate in the governance and management of TS Management (and the governance and management of the General Partner and the Investment Manager) |
| Footnote - F2: (Continued From Footnote 1) through their positions on the management committee of TS Management. John A. Overdeck and David M. Siegel do not have any pecuniary interest in the securities held by the Fund. |
| Footnote - F3: Class B Common Shares of the Issuer held directly by Hopkins Holdings, LLC ("Hopkins Holdings"). Hopkins Holdings is managed by John A. Overdeck. |
| Owner Signature: |
| Signature Name: HAMILTON INVESTMENTS, LP, By: Two Sigma Investments, LP, its Investment Manager, Name: /s/ Steve H. Metzger, Title:Authorized Person |
| Signature Date: 11/16/23 |
| Owner Signature: |
| Signature Name: TWO SIGMA INVESTMENTS, LP, Name: /s/ Steve H. Metzger, Title:Authorized Person |
| Signature Date: 11/16/23 |
| Owner Signature: |
| Signature Name: TWO SIGMA MANAGEMENT, LLC, Name: /s/ Gregory C. Shih, Title: Authorized Person |
| Signature Date: 11/16/23 |
| Owner Signature: |
| Signature Name: JOHN A. OVERDECK, Name: /s/ John A. Overdeck |
| Signature Date: 11/16/23 |
| Owner Signature: |
| Signature Name: DAVID M. SIEGEL, Name: /s/ David M. Siegel |
| Signature Date: 11/16/23 |
