Sec Form 3 Filing - Krishnamoorthy Venkatanarayanan @ Hamilton Insurance Group, Ltd. - 2023-11-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Krishnamoorthy Venkatanarayanan
2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Group CTO and Group CDO
(Last) (First) (Middle)
855 MOUNTAIN AVE
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2023
(Street)
NEW PROVIDENCE, NJ07974
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class B Common Shares 15,449 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2021 LTIP - Restricted Stock Unit ( 1 ) ( 1 ) ( 1 ) Class B Common Shares 2,264 D
2022 LTIP - Restricted Stock Unit ( 2 ) ( 2 ) ( 2 ) Class B Common Shares 4,858 D
2023 LTIP - Restricted Stock Unit ( 3 ) ( 3 ) ( 3 ) Class B Common Shares 9,566 D
2021 LTIP - Performance Stock Unit ( 4 ) ( 4 ) ( 4 ) Class B Common Shares 6,794 D
2022 LTIP - Performance Stock Unit ( 5 ) ( 5 ) ( 5 ) Class B Common Shares 7,287 D
2023 LTIP - Performance Stock Unit ( 6 ) ( 6 ) ( 6 ) Class B Common Shares 9,566 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krishnamoorthy Venkatanarayanan
855 MOUNTAIN AVE
NEW PROVIDENCE, NJ07974
Group CTO and Group CDO
Signatures
/s/ Gemma Carreiro, Attorney-in-Fact 11/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 30, 2021, the reporting person was granted 6,794 restricted stock units ("RSUs") that vest one-third per year on January 1 of 2022, 2023, and 2024. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.
( 2 )On February 11, 2022, the reporting person was granted 7,287 RSUs that vest one-third per year on January 1 of 2023, 2024, and 2025, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.
( 3 )On March 10, 2023, the reporting person was granted 9,566 RSUs that vest one-third per year on January 1 of 2024, 2025, and 2026, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting.
( 4 )On March 30, 2021, the reporting person was granted 6,794 performance stock units ("PSUs") that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2023. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2024.
( 5 )On February 11, 2022, the reporting person was granted 7,287 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2025.
( 6 )On March 10, 2023, the reporting person was granted 9,566 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2026.

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