Sec Form 3 Filing - Magnitude Capital, LLC @ 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
Magnitude Capital, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 PARK AVENUE, 56TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2023
(Street)
NEW YORK, NY10166
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11,225,805 I See footnotes ( 1 ) ( 5 )
Class B Common Shares 2,397,962 I See footnotes ( 2 ) ( 5 )
Class B Common Shares 1,375,626 I See footnotes ( 3 ) ( 5 )
Class B Common Shares 67,547 I See footnotes ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Magnitude Capital, LLC
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Magnitude Master Fund
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Magnitude Partners Master Fund, L.P.
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Magnitude Institutional, Ltd.
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Magnitude Insurance Master Fund, LLC
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Appen Benjamin S
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Hall James Michael
200 PARK AVENUE, 56TH FLOOR
NEW YORK, NY10166
X
Signatures
/s/ Magnitude Capital, LLC, By: Andrew Messinger, General Counsel 11/09/2023
Signature of Reporting Person Date
/s/ Magnitude Master Fund, By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel 11/09/2023
Signature of Reporting Person Date
/s/ Magnitude Partners Master Fund, L.P., By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel 11/09/2023
Signature of Reporting Person Date
/s/ Magnitude Institutional, Ltd., By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel 11/09/2023
Signature of Reporting Person Date
/s/ Magnitude Insurance Master Fund, LLC, By: Magnitude Capital, LLC, its investment manager, By: Andrew Messinger, General Counsel 11/09/2023
Signature of Reporting Person Date
/s/ Benjamin S Appen 11/09/2023
Signature of Reporting Person Date
/s/ James Michael Hall 11/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned directly by Magnitude Master Fund.
( 2 )These shares are owned directly by Magnitude Partners Master Fund, L.P.
( 3 )These shares are owned directly by Magnitude Institutional, Ltd.
( 4 )These shares are owned directly by Magnitude Insurance Master Fund, LLC.
( 5 )Magnitude Capital, LLC is the investment manager for each of Magnitude Master Fund, Magnitude Partners Master Fund, L.P., and Magnitude Institutional, Ltd., and is the non-member manager of Magnitude Insurance Master Fund, LLC. Magnitude Capital, LLC is controlled by its managing members, Benjamin S. Appen and James Michael Hall. Each of Mr. Appen and Mr. Hall disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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