FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/23/2025 |
3. Issuer Name and Ticker or Trading Symbol
Accelerant Holdings [ ARX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
LP Interests of Accelerant Holdings LP | (1) | (1) | Class B Common Shares | 90,196,595 | (1) | I | See Footnote(2) |
LP Interests of Accelerant Holdings LP | (1) | (1) | Class B Common Shares | 2,670,456 | (1) | I | See Footnote(3) |
Convertible Preference Shares | (4) | (4) | Class B Common Shares | 5,427,970 | (4) | I | See Footnote(5) |
Convertible Preference Shares | (4) | (4) | Class B Common Shares | 3,628,575 | (4) | I | See Footnote(6) |
Redeemable Preference Shares | (7) | (7) | Common Shares | 909,791 | (7) | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. In connection with the Issuer's initial public offering ("IPO"), these limited partnership interests of Accelerant Holdings LP will be exchanged for Class B Common Shares of the Issuer in proportion to the economic interests represented by the limited partnership interests. |
2. These securities are held directly by ACP Accelerant Holdings, L.P. Each of (i) ACP Insurance Management, LLC, as the general partner of ACP Accelerant Holdings, L.P., and (ii) Keoni Schwartz ("Mr. Schwartz"), as the sole owner and managing member of ACP Insurance Management, LLC, may be deemed to have voting and dispositive power over these securities, but disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any. |
3. These securities are held directly by ACP Accelerant Investment Holding Company, Ltd. ACP Accelerant Holdings, L.P. is the sole owner of ACP Accelerant Investment Holding Company, Ltd. Each of (i) ACP Insurance Management, LLC, as the general partner of ACP Accelerant Holdings, L.P., and (ii) Mr. Schwartz, as the sole owner and managing member of ACP Insurance Management, LLC, may be deemed to have voting and dispositive power over these securities, but disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any. |
4. In connection with the Issuer's IPO, these shares of the Issuer's Preference Shares will automatically be converted into Class B Common Shares of the Issuer at a 1-for-1 conversion rate. |
5. These securities are held directly by ACP Accelerant Co-Invest, LLC. Each of (i) ACP Insurance Management, LLC, as the managing member of ACP Accelerant Co-Invest, LLC, and (ii) Mr. Schwartz, as the sole owner and managing member of ACP Insurance Management, LLC, may be deemed to have voting and dispositive power over these securities, but disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any. |
6. These securities are held directly by ACP Accelerant Investment Holding Company II, Ltd. ACP Accelerant Holdings, L.P. is the sole owner of ACP Accelerant Investment Holding Company II, Ltd. Each of (i) ACP Insurance Management, LLC, as the general partner of ACP Accelerant Holdings, L.P., and (ii) Mr. Schwartz, as the sole owner and managing member of ACP Insurance Management, LLC, may be deemed to have voting and dispositive power over these securities, but disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any. |
7. In connection with the Issuer's IPO, holders of shares of the Issuer's Redeemable Preference Shares have the right to elect to convert the shares into Common Shares at a 1-for-1 conversion rate, or to have the shares redeemed at a redemption price of $31.55 per share. ACP Accelerant Co-Invest, LLC has elected to have its shares redeemed at a redemption price of $31.55 per share. |
Remarks: |
Exhibit List: Exhibit 24.1 - Power of Attorney; Exhibit 24.2 - Power of Attorney; Exhibit 24.3 - Power of Attorney |
Keoni Andrew Schwartz, By: /s/ Robert Hardy, Attorney-in-Fact | 07/23/2025 | |
ACP Accelerant Holdings, L.P., By: /s/ Jennifer Mello, Attorney-in-Fact | 07/23/2025 | |
ACP Insurance Management, LLC, By: /s/ Jennifer Mello, Attorney-in-Fact | 07/23/2025 | |
** 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 5 (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. |