Sec Form 3 Filing - Hamilton Investments, LP @ 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
Hamilton Investments, LP
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)
100 AVENUE OF THE AMERICAS, 16TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2023
(Street)
NEW YORK, NY10013
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 5,434,053 D ( 1 ) ( 2 )
Class A Common Shares 9,860,039 I See Footnote ( 3 )
Class A Common Shares 9,660,039 I See Footnote ( 4 )
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
Hamilton Investments, LP
100 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NY10013
X
TWO SIGMA INVESTMENTS, LP
100 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NY10013
X
Two Sigma Management, LLC
100 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NY10013
X
Overdeck John Albert
100 AVENUE OF THE AMERICAS
16TH FLOOR
NEW YORK, NY10013
X
Siegel David Mark
100 AVENUE OF THE AMERICAS
16TH FLOOR
NEW YORK, NY10013
X
Signatures
HAMILTON INVESTMENTS, LP, By: Two Sigma Investments, LP, its Investment Manager, Name: /s/ Steve H. Metzger, Title: Authorized Person 11/09/2023
Signature of Reporting Person Date
TWO SIGMA INVESTMENTS, LP, Name: /s/ Steve H. Metzger, Title: Authorized Person 11/09/2023
Signature of Reporting Person Date
TWO SIGMA MANAGEMENT, LLC, Name: /s/ Steve H. Metzger, Title: Authorized Person 11/09/2023
Signature of Reporting Person Date
JOHN A. OVERDECK, /s/ John A. Overdeck 11/09/2023
Signature of Reporting Person Date
DAVID M. SIEGEL, /s/ David M. Siegel 11/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B Common Shares of Hamilton Insurance Group, Ltd. (the "Issuer") held directly by Hamilton Investments, LP (the "Fund"). Two Sigma Investments, LP (the "Investment Manager") provides investment management services to the Fund in accordance with the terms of an Investment Management Agreement (the "Investment Management Agreement"). Two Sigma Principals, LLC (the "General Partner") is the general partner of the Fund and has delegated its authority to make all investment decisions for the Fund to the Investment Manager in accordance with the terms of the Investment Management Agreement. Two Sigma Management, LLC ("TS Management") is the controlling entity of the General Partner and the Investment Manager. John A. Overdeck and David M. Siegel participate in the governance and management of TS Management (and the governance and management of the General Partner and the Investment Manager)
( 2 )(Continued From Footnote 1) through their positions on the management committee of TS Management. John A. Overdeck and David M. Siegel do not have any pecuniary interest in the securities held by the Fund.
( 3 )Class A Common Shares of the Issuer held directly by Hopkins Holdings, LLC ("Hopkins Holdings"). Hopkins Holdings is managed by John A. Overdeck.
( 4 )Class A Common Shares of the Issuer held directly by Sango Hoken Holdings, LLC ("Sango Holdings"). Sango Holdings is managed by David M. Siegel.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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