Statement of Changes in Beneficial Ownership (4)
May 08 2023 - 4:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Kehoe Michael P |
2. Issuer Name and Ticker or Trading Symbol
Kinsale Capital Group, Inc.
[
KNSL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President |
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(Last)
(First)
(Middle)
C/O KINSALE CAPITAL GROUP, INC., 2035 MAYWILL STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2023 |
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(Street)
RICHMOND, VA 23230 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 266 (1) | D | $319.33 (2) | 310923 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 315 (1) | D | $320.50 (3) | 310608 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 328 (1) | D | $321.32 (4) | 310280 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 62 (1) | D | $322.74 (5) | 310218 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 243 (1) | D | $324.01 (6) | 309975 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 63 (1) | D | $325.06 (7) | 309912 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 67 (1) | D | $325.88 (8) | 309845 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 115 (1) | D | $327.38 (9) | 309730 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 41 (1) | D | $328.05 | 309689 | D | |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 620 (10) | D | $319.33 (2) | 600618 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 736 (10) | D | $320.50 (3) | 599882 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 766 (10) | D | $321.32 (4) | 599116 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 146 (10) | D | $322.74 (5) | 598970 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 568 (10) | D | $324.01 (6) | 598402 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 145 (10) | D | $325.06 (7) | 598257 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 157 (10) | D | $325.88 (8) | 598100 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 267 (10) | D | $327.38 (9) | 597833 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/4/2023 | | S | | 95 (10) | D | $328.05 | 597738 | I | As managing member of M.P. Kehoe, LLC (11) |
| Common Stock, par value $0.01 per share | 5/5/2023 | | M | | 3500 | A | $16.00 | 313189 | D | |
| Common Stock, par value $0.01 per share | 5/5/2023 | | S(12) | | 3500 | D | $322.69 | 309689 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Options (Right to Buy) (13) | $16.00 | 5/5/2023 | | M | | | 3500 | (14) | 7/27/2026 | Common Stock, par value $0.01 per share | 3500 | $0.00 | 39576 | D | |
| Explanation of Responses: |
| (1) | The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2022. |
| (2) | The shares were sold in multiple transactions at actual sale prices ranging from $318.92 to $319.76 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (3) | The shares were sold in multiple transactions at actual sale prices ranging from $320.05 to $321.04 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (4) | The shares were sold in multiple transactions at actual sale prices ranging from $321.06 to $321.96 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (5) | The shares were sold in multiple transactions at actual sale prices ranging from $322.20 to $323.08 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (6) | The shares were sold in multiple transactions at actual sale prices ranging from $323.58 to $324.42 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (7) | The shares were sold in multiple transactions at actual sale prices ranging from $324.78 to $325.69 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (8) | The shares were sold in multiple transactions at actual sale prices ranging from $325.79 to $326.75 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (9) | The shares were sold in multiple transactions at actual sale prices ranging from $327.00 to $327.79 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (10) | The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person with respect to M.P. Kehoe, LLC on June 13, 2022. |
| (11) | The reporting person is the managing member of M.P. Kehoe, LLC (the "LLC"). The reporting person disclaims beneficial ownership of shares of Common Stock held by the LLC except to the extent of his pecuniary interest therein. |
| (12) | The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 4, 2022. |
| (13) | Granted on July 27, 2016 under the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan. |
| (14) | The options vested in four equal installments on each anniversary of July 27, 2016. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kehoe Michael P
C/O KINSALE CAPITAL GROUP, INC.
2035 MAYWILL STREET, SUITE 100
RICHMOND, VA 23230 | X |
| CEO and President |
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Signatures
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| /s/ Amanda E. Viol, as attorney-in-fact | | 5/8/2023 |
| **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 control number. |
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