Chief Strategy Officer Oconnell Elizabeth covered exercise/tax liability with 632 units of Ordinary shares, closing all direct ownership in the company (SEC Form 4)
$BUR
Finance: Consumer Services
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Ordinary shares, no par value ("Ordinary Shares") | 04/08/2025 | F | 632(1) | D | $11.92 | 0 | D | |||
| Ordinary Shares | 130,892 | I | By Trust | |||||||
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| RSUs | (2) | 04/08/2025 | M | 13,441 | (2) | (2) | Ordinary Shares | 13,441 | $0 | 233,628.5 | D(3) | ||||
| Phantom RSUs | (4) | 04/08/2025 | A | 13,125 | (4) | (4) | Ordinary Shares | 13,125 | $0 | 246,753.5 | D(3) | ||||
| PSUs | (5) | 04/08/2025 | M | 13,441 | (5) | (5) | Ordinary Shares | 13,441 | $0 | 233,312.5 | D(3) | ||||
| Phantom RSUs | (6) | 04/08/2025 | A | 13,125 | (6) | (6) | Ordinary Shares | 13,125 | $0 | 246,437.5 | D(3) | ||||
| Explanation of Responses: |
| 1. Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of restricted share units ("RSUs") and performance-based RSUs ("PSUs"). |
| 2. Represents vesting of an award of RSUs granted on April 5, 2022 that vested in full on the third anniversary of the grant date. The reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon vesting of the RSUs pursuant to the Burford Capital Deferred Compensation Plan (the "NQDC Plan"), resulting in the reporting person's receipt of 13,125 phantom RSUs ("Phantom RSUs"). |
| 3. The transactions reported in this Form 4 do not include transactions reported separately by Christopher Bogart, the reporting person's spouse, who is also an executive officer of Burford Capital Limited. |
| 4. Represents the conversion of 13,125 RSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be settled in Ordinary Shares or paid in cash in accordance with the terms of the NQDC Plan. |
| 5. Represents vesting of an award of PSUs granted on April 5, 2022 that vested in full on the third anniversary of the grant date upon achievement of the applicable performance conditions. The reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon vesting of the PSUs pursuant to the NQDC Plan, resulting in the reporting person's receipt of 13,125 Phantom RSUs. |
| 6. Represents the conversion of 13,125 PSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be settled in Ordinary Shares or paid in cash in accordance with the terms of the NQDC Plan. |
| Remarks: |
| /s/ Mark N. Klein, as attorney-in-fact | 04/10/2025 | |
| ** 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 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 Number. | ||