Edgar Filing: Global Indemnity plc

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FOX SAUL A

2. Issuer Name and Ticker or Trading Symbol
Global Indemnity plc [GBLI]

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)

C/O GLOBAL INDEMNITY GROUP, INC., 3 BALA PLAZA EAST, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016

(Street)

BALA CYNWYD, PA 19004

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	03/04/2016		J⁽¹⁾		15,364	A	⁽¹⁾	742,958 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	See Footnote ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾
Class A Ordinary Shares								2,689	I	See Footnote ⁽³⁾
Class A Ordinary Shares								14,763	I	See Footnote ⁽⁴⁾
Class A Ordinary Shares	03/04/2016		J⁽¹⁾		15,364	A	⁽¹⁾	16,138	I	See Footnote ⁽⁵⁾
Class A Ordinary Shares								6,424	I	See Footnote ⁽⁶⁾
Class A Ordinary Shares								675	I	See Footnote ⁽⁷⁾
Class A Ordinary Shares								338	I	See Footnote ⁽⁸⁾
Class A Ordinary Shares								267,702	I	See Footnote ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Ordinary Shares

⁽¹⁰⁾

03/04/2016

J⁽¹⁾

105,128

⁽¹⁰⁾

Class A Ordinary Shares

105,128

⁽¹⁾

4,133,366

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾

Class B Ordinary Shares

⁽¹⁰⁾

03/04/2016

J⁽¹⁾

105,128

⁽¹⁰⁾

Class A Ordinary Shares

105,128

⁽¹⁾

110,425

I ⁽⁵⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

1,965,885

I ⁽³⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

2,027,171

I ⁽⁴⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

20,995

I ⁽⁶⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

2,208

I ⁽⁷⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

1,104

I ⁽⁸⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

5,534

I ⁽¹¹⁾

Class B Ordinary Shares

⁽¹⁰⁾

Class A Ordinary Shares

I ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FOX SAUL A C/O GLOBAL INDEMNITY GROUP, INC. 3 BALA PLAZA EAST, SUITE 300 BALA CYNWYD, PA 19004	X	X

Signatures

/s/Stephen W. Ries Attorney-in-fact		03/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 4,2016, Mercury Assets Delaware LLC acquired approximately 95.20% limited partnership interest in U. N. Co-Investment Fund III (Cayman), L. P. not previously owned by Mr. Fox for an aggregate purchase price of $2,679,806. See footnote 2 for more information regarding Mercury Assets Delaware LLC.
(2)	The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox discliams beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(3)	Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman), Ltd. is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole managing general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(4)	Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman) II, Ltd. is held by Fund II. The sole managing general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Ordinary Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(5)	Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(6)	Shares owned by U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(7)	Shares owned by U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(8)	Shares owned by U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd., which is the general partner of U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(9)	Shares held indirectly by Fox Paine Global, Inc. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(10)	Each B Ordinary Share is convertible into one A Ordinary Share.
(11)	Shares owned by U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.
(12)	Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. Mr. Fox is a director of Fox Paine Capital Co-Investors International GP, Ltd. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein.

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