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, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
| Global Indemnity Group, LLC |
| (Name of Issuer) |
| Class A Common Stock |
| (Title of Class of Securities) |
| 37959R103 |
| (CUSIP Number) |
|
Kevin A. McGovern, Esq. c/o Harbert Fund Advisors, Inc. 2100 Third Avenue North Suite 600 Birmingham, AL 35203 Telephone Number 205-987-5500 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 18, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. |
______________
| * | 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. |
CUSIP No. |
37959R103 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Harbert Fund Advisors, Inc. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| (b) | [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Alabama |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 803,492 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 803,492 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 803,492 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.8% |
| 14. | TYPE OF REPORTING PERSON | |
| IA, CO |
CUSIP No. |
37959R103 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Harbert Management Corporation |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| (b) | [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Alabama |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 803,492 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 803,492 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 803,492 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.8% |
| 14. | TYPE OF REPORTING PERSON | |
| CO |
CUSIP No. |
37959R103 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Jack Bryant |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| (b) | [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 803,492 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 803,492 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 803,492 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.8% |
| 14. | TYPE OF REPORTING PERSON | |
| IN |
CUSIP No. |
37959R103 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Kenan Lucas |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| (b) | [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 803,492 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 803,492 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 803,492 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.8% |
| 14. | TYPE OF REPORTING PERSON | |
| IN |
CUSIP No. |
37959R103 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Raymond Harbert |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| (b) | [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 803,492 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 803,492 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 803,492 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.8% |
| 14. | TYPE OF REPORTING PERSON | |
| IN |
CUSIP No. |
37959R103 |
| Item 1. | Security and Issuer. |
| The name of the issuer is Global Indemnity Group, LLC, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 3 Bala Plaza East, Suite 300, Bala Cynwyd, PA 19004, United States of America. This Schedule 13D relates to the Issuer's Class A Common Stock, (the "Shares"). | ||
| Item 2. | Identity and Background. |
| (a), (f) | This Schedule 13D is being filed jointly by (i) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”), (ii) Harbert Management Corporation, an Alabama corporation (“HMC”), (iii) Jack Bryant, a United States citizen, (iv) Kenan Lucas, a United States citizen, and (v) Raymond Harbert, a United States citizen (collectively, the "Reporting Persons"). | ||
| (b) | The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203. | ||
| (c) | HFA is registered as an investment adviser with the U.S. Securities and Exchange Commission. HFA’s principal business is providing investment advice, and certain operational and administrative services, to its clients. Kenan Lucas is the portfolio manager for the client accounts that hold the shares (the “Clients”). Jack Bryant is a Vice President and Senior Managing Director of HMC. Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm. Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC. | ||
| (d) | None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
| (e) | None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | ||
| Item 3. | Source and Amount of Funds or Other Consideration. | |
| The funds for the purchase of the Shares came from the working capital of the Clients, over which HFA, HMC, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Shares directly owned by the Clients is approximately $19,756,604. | ||
| Item 4. | Purpose of Transaction. | |
| No changes to the Schedule 13D/A filed on November 25, 2020 | ||
| Item 5. | Interest in Securities of the Issuer. | ||
| (a) - (e) |
As of the date hereof, (i) HFA, HMC, Jack Bryant, Kenan Lucas and Raymond Harbert may be deemed to be the beneficial owners of 803,492 Shares, constituting 7.8% of the Shares, based upon *10,242,703 Shares outstanding.
HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 803,492 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 803,492 Shares.
HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 803,492 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 803,492 Shares.
Jack Bryant has the sole power to vote o r direct the vote of 0 Shares; has the shared power to vote or direct the vote of 803,492 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 803,492 Shares.
Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 803,492 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 803,492 Shares.
Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 790,607 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 803,492 Shares.
The transactions by the Reporting Persons in the securities of the Issuer since the initial Schedule 13D are set forth in Exhibit B. All such transactions were carried out in open market transactions.
*This outstanding Shares figure reflects the number of outstanding Class A Common Shares at October 29, 2020, as reported in the Issuer's Form 10-Q, filed on November 9, 2020. |
||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
| The holdings listed above are held by the Clients. | ||
| Item 7. | Material to be Filed as Exhibits. |
|
Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Shares | ||
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.
| December 22, 2020 | |||
| (Date) |
| Harbert Fund Advisors, Inc.* | |||
| By: |
/s/ John McCullough |
||
| Executive Vice President and General Counsel |
|||
| Harbert Management Corporation* | |||
| By: |
/s/ John McCullough |
||
| Executive Vice President and General Counsel |
|||
|
/s/ Jack Bryant* |
|||
| Jack Bryant | |||
|
/s/ Kenan Lucas* |
|||
| Kenan Lucas | |||
|
/s/ Raymond Harbert* |
|||
| Raymond Harbert | |||
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this amendment number two to the Schedule 13D, dated November 25, 2020, relating to the Class A Common Stock of Global Indemnity Group, LLC. shall be filed on behalf of the undersigned.
| December 22, 2020 | |||
| (Date) |
| Harbert Fund Advisors, Inc. | |||
| By: |
/s/ John McCullough |
||
| Executive Vice President and General Counsel |
|||
| Harbert Management Corporation | |||
| By: |
/s/ John McCullough |
||
| Executive Vice President and General Counsel |
|||
|
/s/ Jack Bryant |
|||
| Jack Bryant | |||
|
/s/ Kenan Lucas |
|||
| Kenan Lucas | |||
|
/s/ Raymond Harbert |
|||
| Raymond Harbert | |||
Exhibit B
Schedule of Transactions in Shares
| Date of Transaction | Title of Class |
Number of Shares Acquired |
Number of Shares Disposed |
Price Per Share | |
| 11/27/2020 | GBLI US EQUITY | 1,229 | 26.9256 | ||
| 11/27/2020 | GBLI US EQUITY | 841 | 26.9256 | ||
| 11/27/2020 | GBLI US EQUITY | 634 | 26.9256 | ||
| 11/27/2020 | GBLI US EQUITY | 246 | 26.9256 | ||
| 11/30/2020 | GBLI US EQUITY | 3,978 | 27.1479 | ||
| 11/30/2020 | GBLI US EQUITY | 1,591 | 26.9824 | ||
| 11/30/2020 | GBLI US EQUITY | 10,270 | 27.1479 | ||
| 11/30/2020 | GBLI US EQUITY | 4,109 | 26.9824 | ||
| 11/30/2020 | GBLI US EQUITY | 7,748 | 27.1479 | ||
| 11/30/2020 | GBLI US EQUITY | 3,099 | 26.9824 | ||
| 11/30/2020 | GBLI US EQUITY | 3,004 | 27.1479 | ||
| 11/30/2020 | GBLI US EQUITY | 1,201 | 26.9824 | ||
| 12/2/2020 | GBLI US EQUITY | 2,844 | 27.0911 | ||
| 12/2/2020 | GBLI US EQUITY | 2,145 | 27.0911 | ||
| 12/2/2020 | GBLI US EQUITY | 1,021 | 27.0911 | ||
| 12/3/2020 | GBLI US EQUITY | 5,000 | 27.2989 | ||
| 12/4/2020 | GBLI US EQUITY | 257 | 27.0000 | ||
| 12/7/2020 | GBLI US EQUITY | 4,379 | 27.1381 | ||
| 12/8/2020 | GBLI US EQUITY | 576 | 26.9000 | ||
| 12/9/2020 | GBLI US EQUITY | 1,500 | 27.0500 | ||
| 12/16/2020 | GBLI US EQUITY | 6,204 | 26.2815 | ||
| 12/17/2020 | GBLI US EQUITY | 4,680 | 26.6602 | ||
| 12/18/2020 | GBLI US EQUITY | 35,000 | 26.5871 | ||
| 12/18/2020 | GBLI US EQUITY | 1,555 | 26.4744 | ||
| 12/21/2020 | GBLI US EQUITY | 2,541 | 26.5703 | ||
| 12/22/2020 | GBLI US EQUITY | 12,885 | 27.1408 | ||