Sec Form 4 Filing - Fisher Daniel Mark @ Hamilton Insurance Group, Ltd. - 2024-03-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Fisher Daniel Mark
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 Head of HR & Comm.
(Last) (First) (Middle)
C/O HAMILTON INSURANCE GROUP, LTD., WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2024
(Street)
PEMBROKE, D0HM08
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 03/05/2024 M 2,469 A 27,640 D
Class B Common Shares 03/05/2024 A 10,453 ( 2 ) A 38,093 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 - Performance Stock Units ( 1 ) 03/05/2024 M 2,469 ( 1 ) ( 1 ) Class B Common Shares 2,469 $ 0 0 D
2024 LTIP -Performance Stock Units ( 3 ) 03/05/2024 A 10,453 ( 3 ) ( 3 ) Class B Common Shares 10,453 $ 0 10,453 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fisher Daniel Mark
C/O HAMILTON INSURANCE GROUP, LTD.
WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD
PEMBROKE, D0HM08
Group Head of HR & Comm.
Signatures
/s/ Gemma Carreiro, Attorney-in-Fact 03/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 30, 2021, the reporting person was granted 7,739 performance stock units ('PSUs') that could be earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2023. Each PSU represented a contingent right to receive one Class B common share.
( 2 )On March 5, 2024, the reporting person was granted 10,453 restricted stock units ('RSUs') that vest one-third per year on January 1, 2025, 2026 and 2027, respectively. Each RSU represents the right to receive one Class B common share.
( 3 )On March 5, 2024 the reporting person was granted 10,453 PSUs that are earned based on two equally-weighted performance measures: (i) Return on Equity and (ii) Book Value per Share growth, both measured on an absolute basis, for the 3-year performance period ending on December 31, 2026. Each PSU represents a contingent 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.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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