3//SEC Filing
Gallatin Point Capital LLC 3
Accession 0001628280-24-025085
CIK 0002002473other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 9:38 PM ET
Size
13.3 KB
Accession
0001628280-24-025085
Insider Transaction Report
Form 3
GPC Partners GP LLC
Director10% Owner
Holdings
- 14,412,523(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $17.00From: 2027-05-23Exp: 2029-05-22→ Common Stock (788,235 underlying)
Gallatin Point Capital LLC
Director10% Owner
Holdings
- 14,412,523(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $17.00From: 2027-05-23Exp: 2029-05-22→ Common Stock (788,235 underlying)
GPC Partners Investments (SPV III) LP
Director10% Owner
Holdings
- 14,412,523(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $17.00From: 2027-05-23Exp: 2029-05-22→ Common Stock (788,235 underlying)
Sachs Lewis A
Director10% Owner
Holdings
- 14,412,523(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $17.00From: 2027-05-23Exp: 2029-05-22→ Common Stock (788,235 underlying)
Footnotes (4)
- [F1]a) GPC Partners Investments (SPV III) LP ("GPC Fund") 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 Securities Exchange Act of 1934 (the "Exchange Act"). The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and the 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.
- [F2]b) Represents GPC Fund's allocation of securities held directly by Bowhead Insurance Holdings LP ("BIHL") based on GPC Fund's ownership of limited partnership interests in BIHL. Bowhead Insurance GP LLC ("BIHL GP") is the general partner of BIHL. Through their interests in BIHL, and as a result of having certain voting and governance rights under the BIHL limited partnership agreement and BIHL GP limited liability company agreement, GPC Fund and AFMIC may be deemed to have shared voting and dispositive power over all of the securities held directly by BIHL (24,000,000 shares of common stock).
- [F3]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 Exchange Act.
- [F4]This option was issued by GPC Fund and assumes that over-allotment option granted by the Issuer to the underwriters will not be exercised. To the extent it is exercised, the option will be increased by 2.5% of such additional shares issued, up to a maximum of 816,471 shares.
Documents
Issuer
Bowhead Specialty Holdings Inc.
CIK 0002002473
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001708030
Filing Metadata
- Form type
- 3
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 9:38 PM ET
- Size
- 13.3 KB