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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Brien Andrew		 2. Issuer Name and Ticker or Trading Symbol

Trean Insurance Group, Inc. [ TIG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

C/O TREAN INSURANCE GROUP, INC., 150 LAKE STREET WEST		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2023
(Street)

WAYZATA, MN 55391		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ 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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 4/21/2023  D  3509120 (1)(2)D$6.15 (2)0 I See footnotes (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent, and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock, and after giving effect to the Company's delisting and deregistration, will cease to have reporting obligations.
(2) 2,000,000 shares of Company Common Stock were disposed of pursuant to a contribution and exchange agreement between the Reporting Person and an indirect owner of Parent in exchange for equity interests of such indirect owner of Parent, having an equivalent value as of the effective date of the merger based on the per share merger consideration of $6.15. 1,509,120 shares of Company Common Stock will be settled for cash, as described in Footnote 1.
(3) These shares of Company Common Stock were held by the Andrew M. O'Brien Premarital Trust, of which the Reporting Person is the trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Brien Andrew
C/O TREAN INSURANCE GROUP, INC.
150 LAKE STREET WEST
WAYZATA, MN 55391		X
Executive Chairman
Signatures
/s/ Patricia A. Ryan, attorney-in-fact4/24/2023
**Signature of Reporting PersonDate
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.
Trean Insurance (NASDAQ:TIG)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more Trean Insurance Charts.
Trean Insurance (NASDAQ:TIG)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more Trean Insurance Charts.