Statement of Changes in Beneficial Ownership (4)
February 24 2023 - 3:07PM
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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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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Petrucelli Bryan P. |
2. Issuer Name and Ticker or Trading Symbol
Kinsale Capital Group, Inc.
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KNSL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO and Treasurer |
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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)
2/22/2023 |
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(Street)
RICHMOND, VA 23230
(City)
(State)
(Zip)
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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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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 | 2/22/2023 | | M | | 10000 | A | $16.00 | 69146 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 1363 | D | $320.26 (1) | 67783 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 3050 | D | $321.69 (2) | 64733 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 1933 | D | $322.76 (3) | 62800 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 1998 | D | $323.83 (4) | 60802 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 1354 | D | $324.67 (5) | 59448 | D | |
| Common Stock, par value $0.01 per share | 2/22/2023 | | S | | 302 | D | $326.02 | 59146 | 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 |
| Option (Right to Buy) (6) | $16.00 | 2/22/2023 | | M | | | 10000 | (7) | 7/27/2026 | Common Stock, par value $0.01 per share | 10000 | $0.00 | 20100 | D | |
| Explanation of Responses: |
| (1) | The shares were sold in multiple transactions on February 22, 2023 at actual sale prices ranging from $320.00 to $320.72 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. |
| (2) | The shares were sold in multiple transactions on February 22, 2023 at actual sale prices ranging from $321.17 to $322.11 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 on February 22, 2023 at actual sale prices ranging from $322.26 to $323.14 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 on February 22, 2023 at actual sale prices ranging from $323.27 to $324.19 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 on February 22, 2023 at actual sale prices ranging from $324.33 to $325.02 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) | Granted on July 27, 2016 under the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan. |
| (7) | 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 |
Petrucelli Bryan P.
C/O KINSALE CAPITAL GROUP, INC.
2035 MAYWILL STREET, SUITE 100
RICHMOND, VA 23230 |
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| EVP, CFO and Treasurer |
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Signatures
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| /s/ Amanda E. Viol, as attorney-in-fact | | 2/24/2023 |
| **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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