Sec Form 3 Filing - OCONNELL ELIZABETH @ Burford Capital Ltd - 2025-01-01

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
OCONNELL ELIZABETH
2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
(Last) (First) (Middle)
C/O BURFORD CAPITAL LIMITED, OAK HOUSE, HIRZEL STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2025
(Street)
ST. PETER PORT, Y7GY1 2NP
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
Ordinary shares, no par value ("Ordinary Shares") 130,892 I By Trust ( 1 ) ( 2 )
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
RSUs ( 3 ) ( 3 ) ( 3 ) Ordinary Shares 13,441 D ( 4 )
PSUs ( 5 ) ( 5 ) ( 5 ) Ordinary Shares 13,441 D ( 4 )
RSUs ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 18,437 D ( 4 )
PSUs ( 7 ) ( 7 ) ( 7 ) Ordinary Shares 18,437 D ( 4 )
RSUs ( 8 ) ( 8 ) ( 8 ) Ordinary Shares 10,274 D ( 4 )
PSUs ( 9 ) ( 9 ) ( 9 ) Ordinary Shares 10,274 D ( 4 )
Phantom RSUs ( 10 ) ( 10 ) ( 10 ) Ordinary Shares 42,112 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OCONNELL ELIZABETH
C/O BURFORD CAPITAL LIMITED
OAK HOUSE, HIRZEL STREET
ST. PETER PORT, Y7GY1 2NP
Chief Strategy Officer
Signatures
/s/ Mark N. Klein, as attorney-in-fact 01/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Ordinary Shares held by Elizabeth O'Connell Revocable Trust, of which the reporting person serves as a trustee and is a beneficiary.
( 2 )This report does not include (i) 7,647,727 Ordinary Shares held by Christopher Bogart LLC, of which the reporting person's spouse serves as an investment manager, (ii) 542,185 Ordinary Shares held by Christopher P. Bogart Revocable Trust, of which the reporting person's spouse serves as a trustee and is a beneficiary and (iii) 888,563 Ordinary Shares held by Glenavy Burford Holdings LLC, of which the reporting person's spouse serves as a sole manager. The securities in clauses (i) through (iii) above are separately reported in a report on Form 3 filed by Christopher Bogart, the reporting person's spouse, who is also an executive officer of Burford Capital Limited.
( 3 )Represents restricted share units ("RSUs") granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.
( 4 )This report does not include (i) 267,304 RSUs and 267,305 performance-based RSUs ("PSUs") granted to the reporting person's spouse, (ii) 55,991.4 phantom RSUs ("Phantom RSUs") held by the reporting person's spouse under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and subject to vesting conditions and (iii) 446,840.2 Phantom RSUs held by the reporting person's spouse under the NQDC Plan and not subject to vesting conditions. The securities in clauses (i) through (iii) above are separately reported in a report on Form 3 filed by Christopher Bogart, the reporting person's spouse, who is also an executive officer of Burford Capital Limited.
( 5 )Represents PSUs granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.
( 6 )Represents RSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.
( 7 )Represents PSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.
( 8 )Represents RSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.
( 9 )Represents PSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.
( 10 )Represents Phantom RSUs held by Ms. O'Connell under the NQDC Plan and not subject to vesting conditions. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or Ordinary Shares in accordance with the terms of the NQDC Plan.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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