Sec Form 4 Filing - Gallatin Point Capital LLC @ Bowhead Specialty Holdings Inc. - 2024-10-25

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
Gallatin Point Capital LLC
2. Issuer Name and Ticker or Trading Symbol
Bowhead Specialty Holdings Inc. [ BOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
660 STEAMBOAT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/25/2024
(Street)
GREENWICH, CT06830
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
Common Stock 10/25/2024 S( 1 ) 3,178,662 D $ 27.695 ( 1 ) 10,968,445 I See footnotes ( 2 ) ( 3 )
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
Gallatin Point Capital LLC
660 STEAMBOAT ROAD
GREENWICH, CT06830
X X
GPC Partners GP LLC
660 STEAMBOAT ROAD
GREENWICH, CT06830
X X
GPC Partners Investments (SPV III) LP
660 STEAMBOAT ROAD
GREENWICH, CT06830
X X
Sachs Lewis A
660 STEAMBOAT ROAD
GREENWICH, CT06830
X X
Signatures
GPC Partners Investments (SPV III) LP, By: GPC Partners GP LLC, its General Partner, By: Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner 10/29/2024
Signature of Reporting Person Date
GPC Partners GP LLC, By: Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner 10/29/2024
Signature of Reporting Person Date
Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner 10/29/2024
Signature of Reporting Person Date
/s/ Lewis A. (Lee) Sachs 10/29/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold in connection with an underwritten public offering of the Issuer's Common Stock (including pursuant to the underwriters' exercise of their over-allotment option) at a net price per share of $27.695, after underwriting discounts and commissions.
( 2 )Shares held by GPC Fund. Gallatin Point Capital LLC ("Gallatin Point") is the manager of GPC Partners GP LLC ("GPC GP"), which is the general partner of GPC Fund. Matthew Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund. Each Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").
( 3 )GPC Fund and American Family Mutual Insurance Company, S.I. ("AFMIC") are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 under the Exchange Act. The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and each Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group.

Remarks:
Matthew Botein, a Co-Founder and Managing Partner of Gallatin Point, serves on the board of directors of the Issuer, and has been deputized to represent the Reporting Persons on the Issuer's board of directors. By virtue of Mr. Botein's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Botein has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

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