SC 13G/A: Hamilton Insurance Group, Ltd.

AI Summary

SC 13G/A filing by Hamilton Insurance Group, Ltd..

Risk Assessment

Risk Level: low

Filing Documents

• ef20028662_sc13ga.htm (SC 13G/A) — 221KB
• 0001140361-24-025079.txt ( ) — 223KB

From the Filing

SC 13G/A 1 ef20028662_sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Hamilton Insurance Group, Ltd. (Name of Issuer) Class B Common Shares (Title of Class of Securities) G42706104 (CUSIP Number) December 31, 2023** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. ** Due to an administrative error, the Schedule 13G filed on February 14, 2024 underreported the number of shares held by Magnitude Master Fund by 30,000 shares and, correspondingly, underreported the number of shares held by the Reporting Persons (as defined herein) by 30,000 shares. This Amendment No. 1 to Schedule 13G is being filed solely to correct such errors. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G42706104 13G Page 1 of 11 Pages 1 NAMES OF REPORTING PERSONS Magnitude Capital, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 15,096,940 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 15,096,940 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,096,940 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.94%* 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA * Based on 56,036,067 Class B Common Shares outstanding as of December 5, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and filed with the Securities and Exchange Commission on December 6, 2023. Pursuant to the Issuer's bye-laws, for matters reserved for a vote solely of the holders of Class B Common Shares, the aggregate voting power of the 15,096,940 Class B Common Shares held by the Reporting Persons and reported herein is reduced to a maximum of 14.92% of the Class B Common Shares. CUSIP No. G42706104 13G Page 2 of 11 Pages 1 NAMES OF REPORTING PERSONS Magnitude Master Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 11,255,805 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 11,255,805 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,255,805 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.09%* 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV * Based on 56,036,067 Class B Common Shares outstanding as of December 5, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and filed with the Securities and Exchange Commission on December 6, 2023. Pursuant to the Issuer's bye-laws, for matters reserved for a vote solely of the holders of Class B Common Shares, the aggregate voting power of the 15,096,940 Class B Common Shares held by the Reporting Persons and reported herein is reduced to a maximum of 14.92% of the Class B Common Shares. CUSIP No. G42706104 13G Page 3 of 11 Pages 1 NAMES OF REPORTING PERSONS Magnitude Partners Master Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,397,962 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,397,962 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,962 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.28%* 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV * Based on 56,036,067 Class B Common Shares outstanding as of Dec

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