SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fidelis Insurance Holdings Ltd
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
G3398L118
(CUSIP Number)
06/20/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G3398L118
1
Names of Reporting Persons
Shelf Holdco II Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,354,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,354,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,354,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Based on a total of 110,335,061 common shares issued and outstanding as of March 31, 2025, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on May 15, 2025.
SCHEDULE 13G
CUSIP No.
G3398L118
1
Names of Reporting Persons
Shelf Bidco Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,354,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,354,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,354,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
CO, HC
Comment for Type of Reporting Person: Shelf Holdco II Limited ("TFP HoldCo") is the direct owner of 10,354,176 common shares reported herein. TFP HoldCo is a wholly owned subsidiary of Shelf Bidco Limited. Pursuant to the rules and regulations of the Securities and Exchange Commission, Shelf Bidco Limited may be deemed to be the beneficial owner of the common shares directly held by TFP HoldCo.
Based on a total of 110,335,061 common shares issued and outstanding as of March 31, 2025, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on May 15, 2025.
SCHEDULE 13G
CUSIP No.
G3398L118
1
Names of Reporting Persons
Shelf Midco Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,354,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,354,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,354,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
CO, HC
Comment for Type of Reporting Person: TFP HoldCo is the direct owner of 10,354,176 common shares reported herein. TFP HoldCo is a wholly owned subsidiary of Shelf Bidco Limited, which in turn is a wholly owned subsidiary of Shelf Midco Limited. Pursuant to the rules and regulations of the Securities and Exchange Commission, Shelf Midco Limited may be deemed to be the beneficial owner of the common shares directly held by TFP HoldCo.
Based on a total of 110,335,061 common shares issued and outstanding as of March 31, 2025, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on May 15, 2025.
SCHEDULE 13G
CUSIP No.
G3398L118
1
Names of Reporting Persons
Shelf Holdco Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,354,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,354,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,354,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
CO, HC
Comment for Type of Reporting Person: TFP HoldCo is the direct owner of 10,354,176 common shares reported herein. TFP HoldCo is a wholly owned subsidiary of Shelf Bidco Limited, which in turn is a wholly owned subsidiary of Shelf Midco Limited, which in turn is a wholly owned subsidiary of Shelf Holdco Limited, the ultimate holding company. Pursuant to the rules and regulations of the Securities and Exchange Commission, Shelf Holdco Limited may be deemed to be the beneficial owner of the common shares directly held by TFP HoldCo.
Based on a total of 110,335,061 common shares issued and outstanding as of March 31, 2025, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on May 15, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fidelis Insurance Holdings Ltd
(b)
Address of issuer's principal executive offices:
Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08
Item 2.
(a)
Name of person filing:
1. Shelf Holdco II Limited
2. Shelf Bidco Limited
3. Shelf Midco Limited
4. Shelf Holdco Limited
*The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2024, a copy of which was previously filed with the Securities and Exchange Commission as Exhibit I to Schedule 13G filed on February 14, 2024 and incorporated by reference herein, pursuant to which the Reporting Persons agreed to file the statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is Waterloo House, 100 Pitts Bay Road, Pembroke, Bermuda HM08
(c)
Citizenship:
Each of the Reporting Persons is a Bermuda exempted company with limited liability.
(d)
Title of class of securities:
Common Shares, par value $0.01 per share
(e)
CUSIP No.:
G3398L118
Item 3.
If this statement is filed pursuant to 搂搂 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with 搂 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with 搂 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with 搂 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with 搂 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with 搂 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
10,354,176
(b)
Percent of class:
9.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
10,354,176
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
10,354,176
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Shelf Holdco II Ltd
Signature:
/s/ Gareth Walters
Name/Title:
Gareth Walters, Bermuda CFO and Group Treasurer
Date:
07/10/2025
Shelf Bidco Limited
Signature:
/s/ Gareth Walters
Name/Title:
Gareth Walters, Bermuda CFO and Group Treasurer
Date:
07/10/2025
Shelf Midco Limited
Signature:
/s/ Gareth Walters
Name/Title:
Gareth Walters, Bermuda CFO and Group Treasurer
Date:
07/10/2025
Shelf Holdco Limited
Signature:
/s/ Gareth Walters
Name/Title:
Gareth Walters, Bermuda CFO and Group Treasurer
Date:
07/10/2025
Exhibit Information
EXHIBIT INDEX
Exhibit I: Joint Filing Agreement, dated February 13, 2024*
* Incorporated by reference to the Joint Filing Agreement by the Reporting Persons dated February 13, 2024, which was previously filed with the Securities and Exchange Commission as Exhibit 1 to Schedule 13G filed on February 13, 2024.
https://www.sec.gov/Archives/edgar/data/1636639/000089914024000207/s021324b.htm
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