Sec Form 13G Filing - Blackstone Holdings II L.P. @ Hamilton Insurance Group Ltd. - 2024-02-09

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Hamilton Insurance Group, Ltd.

(Name of Issuer)

Class B common shares, par value $0.01 per share

(Title of Class of Securities)

G42706104

(CUSIP Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: BSOF Master Fund L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 8,625,465
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 8,625,465
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 8,625,465
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented b y Amount in Row (9): 13.3%
12.		Type of Reporting Person (See Instructions): PN

2


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: BSOF Master Fund II L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 499,264
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 499,264
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 499,264
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 0.9%
12.		Type of Reporting Person (See Instructions): PN

3


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Alternative Solutions L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): OO

4


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Strategic Opportunity Associates L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): OO

5


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Holdings I L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): PN

6


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Holdings II L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): PN

7


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Holdings I/II GP L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): OO

8


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Inc.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): CO

9


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Blackstone Group Management L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): OO

10


CUSIP No. G42706104				13G


1.		Name of Reporting Persons: Stephen A. Schwarzman
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization: United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		Sole Voting Power: 9,124,729
				6.		Shared Voting Power: 0
				7.		Sole Dispositive Power: 9,124,729
				8.		Shared Dispositive Power: 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 9,124,729
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9): 14.0%
12.		Type of Reporting Person (See Instructions): IN

11

Item 1(a).

Name of Issuer

Hamilton Insurance Group, Ltd. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Wellesley House North, 1st Floor

90 Pitts Bay Road

Pembroke Bermuda HM08

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(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)

BSOF Master Fund L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(ii)

BSOF Master Fund II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(iii)

Blackstone Alternative Solutions L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iv)

Blackstone Strategic Opportunity Associates L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v)

Blackstone Holdings I L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

12

(vi)

Blackstone Holdings II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vii)

Blackstone Holdings I/II GP L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(viii)

Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ix)

Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(x)

Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

BSOF Master Fund L.P. may be deemed to beneficially own 8,625,465 shares of Class B Common Stock and BSOF Master Fund II L.P. may be deemed to beneficially own 499,264 shares of Class B Common Stock, in each case, based on an ownership of equal number of shares of Class A common shares, par value $0.01 per share (the “Class A Common Stock”) which automatically converts into an equal number of shares of Class B Common Stock upon transfer (except for transfers to a permitted transferee as defined in the bye-laws of the Issuer).

Blackstone Alternative Solutions L.L.C. is the investment manager of each of BSOF Master Fund L.P. and BSOF Master Fund II L.P. (together with BSOF Master Fund L.P., the “BSOF Funds”). Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Strategic Opportunity Associates L.L.C. is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. is the managing member of Blackstone Strategic Opportunity Associates L.L.C.

13

Blackstone Holdings I/II GP L.L.C. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may be deemed to beneficially own the securities of the Issuer beneficially owned by the BSOF Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BSOF Master Fund L.P. and BSOF Master Fund II L.P. to the extent of their respective direct holdings to the extent such holdings are deemed to confer beneficial ownership) is the beneficial owner of the se curities 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 each of the Reporting Persons expressly disclaims beneficial ownership of such securities. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d).

Title of Class of Securities:

Class B common shares, par value $0.01 per share (the “Class B Common Stock”).

Item 2(e).

CUSIP Number:

G42706104

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

BSOF Master Fund L.P. directly owns 8,625,465 shares of Class A Common Stock and BSOF Master Fund II L.P. directly owns 499,264 shares of Class A Common Stock. Calculation of the percentage of shares of Class B Common Stock beneficially owned is based on 56,036,067 shares of Class B Common Stock outstanding as of December 5, 2023, as reported in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 (the “Form 10-Q”), and assumes the conversion of all of the Class A Common Stock beneficially owned by each respective Reporting Person. The Reporting Persons’ aggregate beneficial ownership of Class B Common Stock comprises approximately (i) 10.8% of

14

the outstanding shares of the Issuer that have with voting power, subject to the Issuer’s bye-laws limiting the voting power of shareholders (or group of shareholders and their affiliates) to 9.5% of total voting power (except in certain cases), and (ii) 8.3% of the outstanding capital stock of the Issuer, in each case, based on 56,036,067 shares of Class B Common Stock outstanding as of December 5, 2023, as reported in the Issuer’s Form 10-Q and additional information from the Issuer regarding outstanding shares as of December 5, 2023.

Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class B Common Stock listed on such Reporting Person’s cover page.

(b)

Percent of class:

Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class B Common Stock listed on such Reporting Person’s cover page, calculated under Rule 13d-3 of the Securities Exchange Act of 1934.

(c)

Number of Shares as to which the Reporting Person has:

(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.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

15

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024


BSOF MASTER FUND L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner

By:		/s/ Jack Pitts
Name:		Jack Pitts
Title:		Authorized Signatory

BSOF MASTER FUND II L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner

By:		/s/ Jack Pitts
Name:		Jack Pitts
Title:		Authorized Signatory

BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C.

By:		/s/ Jack Pitts
Name:		Jack Pitts
Title:		Authorized Signatory

BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.

By:		/s/ Jack Pitts
Name:		Jack Pitts
Title:		Authorized Signatory


BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

EXHIBIT LIST


Exhibit 99.1		Joint Filing Agreement, by and among the Reporting Persons, dated as of February 9, 2024.