| 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 |
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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). | |||||||||||||||||
| 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)
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2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (1) | 05/14/2025 | A | 8,056 | (1) | (1) | Ordinary Shares | 8,056 | $13.19 | 205,303.1 | D | ||||
| PSUs | (2) | 05/14/2025 | A | 8,056 | (2) | (2) | Ordinary Shares | 8,056 | $13.19 | 213,359.1 | D | ||||
| Explanation of Responses: |
| 1. Represents restricted share units ("RSUs") granted on March 13, 2025 by the compensation committee of the board of directors (the "Compensation Committee") of Burford Capital Limited (the "Company") under the Burford Capital Limited 2025 Omnibus Incentive Compensation Plan (the "2025 Omnibus Incentive Compensation Plan"), subject to shareholder approval of the 2025 Omnibus Incentive Compensation Plan, which was obtained on May 14, 2025. The RSUs vest in equal installments with (i) the first installment vesting on March 22, 2026, (ii) the second installment vesting on March 22, 2027 and (iii) the third installment vesting on March 15, 2028, in each case, subject to Mr. Perla's continued employment through such dates. Each RSU represents a contingent right to receive one ordinary share, no par value, of the Company ("Ordinary Share"). |
| 2. Represents performance-based RSUs ("PSUs") granted on March 13, 2025 by the Compensation Committee under the 2025 Omnibus Incentive Compensation Plan, subject to shareholder approval of the 2025 Omnibus Incentive Compensation Plan, which was obtained on May 14, 2025. The PSUs vest on the third anniversary of the grant date, at a level (if at all) determined based upon achievement of either of the applicable relative total shareholder return-based goals measured based on the Company's performance either (i) over the five-year period ending on the final day of the applicable performance period or (ii) annually for each year of the three-year performance period, subject to Mr. Perla's continued employment through such dates. Each PSU represents a contingent right to receive one Ordinary Share. |
| Remarks: |
| /s/ Mark N. Klein, as attorney-in-fact | 05/16/2025 | |
| ** 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. | ||