FIHL Fidelis Insurance Holdings Limited

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G3398L118

SCHEDULE 13G

Page 2 of 11

(1) Based on a total of 117,914,754 common shares issued and outstanding as of September 30, 2023, as reported on the Issuer’s Form 6-K submitted to the Securities and Exchange Commission on November 20, 2023.

CUSIP No. G3398L118

SCHEDULE 13G

Page 3 of 11

(1) Shelf Holdco II Limited (“MGU HoldCo”) is the direct owner of 11,609,282 common shares reported herein. MGU HoldCo is a wholly owned subsidiary of Shelf Bidco Limited. Pursuant to the rules and regulations of the Securities and Exchange Commission, Shelf Bidco Limited may be deemed to be the beneficial owner of the common shares directly held by MGU HoldCo.

CUSIP No. G3398L118

SCHEDULE 13G

Page 4 of 11

(1) MGU HoldCo is the direct owner of 11,609,282 common shares reported herein. MGU HoldCo is a wholly owned subsidiary of Shelf Bidco Limited, which in turn is a wholly owned subsidiary of Shelf Midco Limited. Pursuant to the rules and regulations of the Securities and Exchange Commission, Shelf Midco Limited may be deemed to be the beneficial owner of the common shares directly held by MGU HoldCo.

CUSIP No. G3398L118

SCHEDULE 13G

Page 5 of 11

1	Names of Reporting Persons
	Shelf Holdco Limited (1)
2	Check the appropriate box if a member of a Group
	(a)  ☐ (b)  ☐
3	Sec Use Only
4	Citizenship or Place of Organization
	Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power
			-0-
		6	Shared Voting Power
			11,609,282
		7	Sole Dispositive Power
			-0-
		8	Shared Dispositive Power
			11,609,282
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	11,609,282
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	☐
11	Percent of class represented by amount in row (9)
	9.8% (2)
12	Type of Reporting Person (See Instructions)
	CO, HC

Item 1(a).	Name of Issuer:
	Fidelis Insurance Holdings Limited
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08
Item 2(a).	Name of Person Filing:
	1.	Shelf Holdco II Limited
	2.	Shelf Bidco Limited
	3.	Shelf Midco Limited
	4.	Shelf Holdco Limited
		* The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2024, a copy of which is attached as Exhibit I to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The principal business address of each of the Reporting Persons is Waterloo House, 100 Pitts Bay Road, Pembroke, Bermuda HM08
Item 2(c).	Citizenship:
	Each of the Reporting Persons is a Bermuda exempted company with limited liability.
Item 2(d).	Titles of Classes of Securities:
	Common Shares, par value $0.01 per share
Item 2(e).	CUSIP Number:
	G3398L118

 

Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
	(a)	☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
	(b)	☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
	(i)	☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
	(j)	☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).
	(k)	☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.	Ownership
	(a)	Amount Beneficially Owned:
		11,609,282
	(b)	Percent of Class:
		9.8%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:
			-0-
		(ii)	Shared power to vote or to direct the vote:
			11,609,282
		(iii)	Sole power to dispose or to direct the disposition of:
			-0-
		(iv)	Shared power to dispose or to direct the disposition of:
			11,609,282

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable.
Item 9.	Notice of Dissolution of Group.
	Not Applicable.
Item 10.	Certification.
	Not applicable.

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024

 

 

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2024

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