Sec Form 4 Filing - NIGRO STEVEN HAROLD @ Ranger Bermuda Topco Ltd - 2025-05-27

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NIGRO STEVEN HAROLD
2. Issuer Name and Ticker or Trading Symbol
Ranger Bermuda Topco Ltd [ KG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
48 PAR-LA-VILLE ROAD, SUITE 1141
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2025
(Street)
HAMILTON, D0HM 11
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Shares 05/27/2025 A 12,240 A 12,240 D
Common Shares 05/27/2025 A 1,760 A 14,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Options (right to buy) $ 271 05/27/2025 < /td> A 600 ( 3 ) ( 3 ) Common Shares 600 $ 0 600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NIGRO STEVEN HAROLD
48 PAR-LA-VILLE ROAD, SUITE 1141
HAMILTON, D0HM 11
X
Signatures
/s/ Steven H. Nigro 05/29/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 27, 2025, pursuant to that certain Combination Agreement (as amended, the "Combination Agreement"), dated as of December 29, 2024, by and between Kestrel Group, LLC ("Kestrel"), all of the equityholders of Kestrel, Maiden Holdings, Ltd. ("Maiden"), Ranger U.S. Newco LLC, Ranger Bermuda Merger Sub Ltd, Ranger Merger Sub 2 LLC and Kestrel Group Ltd. (f/k/a Ranger Bermuda Topco Ltd) (the "Issuer"), Maiden became a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, each issued and outstanding Maiden share, subject to certain exceptions, were automatically canceled and converted into the right to receive one-twentieth (0.05) of a common share of the Issuer.
( 2 )In connection with the Merger, each Maiden restricted share that was issued and outstanding immediately prior to the closing of the Merger was automatically converted into one-twentieth (0.05) of a common share of the Issuer that is unvested and/or subject to a risk of forfeiture, on substantially the same terms and conditions (including vesting schedule) as applied to such Maiden restricted share immediately prior to the closing of the Merger.
( 3 )In connection with the Merger, each Maiden option that was outstanding immediately prior to the closing of the Merger was automatically converted into an option to purchase a number of Issuer common shares equal to one-twentieth (0.05) of the Maiden shares subject to the Maiden option (rounded down to the nearest whole share), with an exercise price determined by dividing the exercise price of such Maiden option by 0.05 (rounded up to the nearest whole cent). The Issuer option as converted otherwise has substantially the same terms and conditions, including vesting schedule, as applied to such Maiden option immediately prior to the closing of the Merger.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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