New insider Bogart Christopher P claimed ownership of 7,647,727 units of Ordinary shares and claimed ownership of 1,430,748 units of Ordinary Shares (SEC Form 3)
$BUR
Finance: Consumer Services
Finance
| 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) 01/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ] |
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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) |
| Ordinary shares, no par value ("Ordinary Shares") | 7,647,727 | I | By LLC(1)(2) |
| Ordinary Shares | 542,185 | I | By Trust(2)(3) |
| Ordinary Shares | 888,563 | I | By LLC(2)(4) |
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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 | ||||
| RSUs | (5) | (5) | Ordinary Shares | 74,819 | (5) | D(6) | |
| PSUs | (7) | (7) | Ordinary Shares | 74,819 | (7) | D(6) | |
| RSUs | (8) | (8) | Ordinary Shares | 107,568 | (8) | D(6) | |
| PSUs | (9) | (9) | Ordinary Shares | 107,569 | (9) | D(6) | |
| RSUs | (10) | (10) | Ordinary Shares | 84,917 | (10) | D(6) | |
| PSUs | (11) | (11) | Ordinary Shares | 84,917 | (11) | D(6) | |
| Phantom RSUs | (12) | (12) | Ordinary Shares | 55,991.4 | (12) | D(6) | |
| Phantom RSUs | (13) | (13) | Ordinary Shares | 446,840.2 | (13) | D(6) | |
| Explanation of Responses: |
| 1. Mr. Bogart serves as investment manager of Christopher Bogart LLC (the "Bogart LLC"), and all of the Bogart LLC's interests are owned primarily by (i) two trusts of which Mr. Bogart's spouse serves as a co-trustee and (ii) one trust of which Mr. Bogart and his spouse are beneficiaries. Mr. Bogart disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 2. This report does not include 130,892 Ordinary Shares held by Elizabeth O'Connell Revocable Trust, of which the reporting person's spouse serves as a trustee and is a beneficiary. These securities are separately reported in a report on Form 3 filed by Elizabeth O'Connell, the reporting person's spouse, who is also an executive officer of Burford Capital Limited. |
| 3. Represents Ordinary Shares held by Christopher P. Bogart Revocable Trust, of which the reporting person serves as a trustee and is a beneficiary. |
| 4. Mr. Bogart serves as sole manager of Glenavy Burford Holdings LLC (the "Glenavy LLC"), and all of the Glenavy LLC's interests are owned by an insurance trust of which a third party serves as a trustee. Mr. Bogart disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 5. Represents restricted share units ("RSUs") granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to Mr. Bogart's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share. |
| 6. This report does not include (i) 42,152 RSUs and 42,152 performance-based RSUs ("PSUs") granted to the reporting person's spouse and (ii) 42,112.0 phantom RSUs ("Phantom RSUs") held by the reporting person's spouse under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and not subject to vesting conditions. The securities in clauses (i) through (ii) above are separately reported in a report on Form 3 filed by Elizabeth O'Connell, the reporting person's spouse, who is also an executive officer of Burford Capital Limited. |
| 7. Represents PSUs granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Mr. Bogart's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share. |
| 8. Represents RSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to Mr. Bogart's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share. |
| 9. Represents PSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Mr. Bogart's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share. |
| 10. Represents RSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to Mr. Bogart's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share. |
| 11. Represents PSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Mr. Bogart's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share. |
| 12. Represents Phantom RSUs granted to Mr. Bogart on March 22, 2024, which vest on March 18, 2026, in accordance with the NQDC Plan, subject to Mr. Bogart's continued employment through such date. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or Ordinary Shares in accordance with the terms of the NQDC Plan. |
| 13. Represents Phantom RSUs held under the NQDC Plan and not subject to vesting conditions. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or Ordinary Shares in accordance with the terms of the NQDC Plan. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Mark N. Klein, as attorney-in-fact | 01/02/2025 | |
| ** 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. | ||