Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Cundliffe Chad Allan (Last) (First) (Middle) C/O HAMILTON INSURANCE GROUP, LTD. WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD (Street) PEMBROKE D0 HM08 (City) (State) (Zip)	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 10% Owner X Officer (give title below) Other (specify below) Group Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2024
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Shares	03/01/2024		M		18,315	A	(1)	104,132	D

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 Securities Underlying Derivative Security (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: 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
2021 LTIP -Restricted Stock Units	(1)	03/01/2024		M			6,208	(2)	(2)	Class B Common Shares	6,208	$0	0	D
2022 LTIP - Restricted Stock Units	(1)	03/01/2024		M			5,726	(3)	(3)	Class B Common Shares	5,726	$0	5,726	D
2023 LTIP - Restricted Stock Units	(1)	03/01/2024		M			6,381	(4)	(4)	Class B Common Shares	6,381	$0	12,762	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class B Common Shares on a one-for-one basis.

2. On March 30, 2021, the reporting person was granted 18,624 RSUs vesting in equal installments on each of January 1, 2022, 2023 and 2024.

3. On February 11, 2022, the reporting person was granted 17,179 RSUs vesting in equal installments on each of January 1, 2023, 2024 and 2025.

4. On March 10, 2023, the reporting person was granted 19,143 RSUs vesting in equal installments on each of January 1, 2024, 2025 and 2026.

	/s/ Gemma Carreiro, Attorney-in-Fact	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

---