Chief Investment Officer Molot Jonathan Todd gifted 21,035 units of Ordinary shares and received a gift of 21,035 units of Ordinary Shares (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 |
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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) 08/21/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary shares, no par value ("Ordinary Shares")(1) | 08/21/2025 | G(1) | 21,034.8 | D | $0 | 6,000,000 | I | By LLC(1)(2)(3) | ||
| Ordinary Shares | 08/21/2025 | G(1) | V | 21,034.8 | A | $0 | 6,000,000 | I | By LLC(1)(2)(3) | |
| Ordinary Shares | 3,406,625 | D | ||||||||
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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 | ||||||||
| Phantom RSUs | (4) | 08/21/2025 | I | 87,037.5 | (4) | (4) | Ordinary Shares | 87,037.5 | $13.6 | 1,979,713.93 | D | ||||
| Explanation of Responses: |
| 1. Mr. Molot serves as sole manager of the limited liability company (the "LLC"). Upon termination of a grantor retained annuity trust of which Mr. Molot was the sole annuitant, 0.350580% of the LLC's interests were distributed to an irrevocable family trust whose sole beneficiaries are Mr. Molot's children. |
| 2. On August 21, 2025, (i) three grantor retained annuity trusts of which Mr. Molot is the sole annuitant returned to Mr. Molot 2.2%, 7.9% and 12.6% of the LLC's interests, respectively, in the form of scheduled annuity payments under the terms of such grantor retained annuity trusts and (ii) Mr. Molot contributed 22.7% of the LLC's interests to a new grantor retained annuity trust of which Mr. Molot is the sole annuitant. |
| 3. All of the LLC's interests are owned by (i) five grantor retained annuity trusts of which Mr. Molot is the sole annuitant (such grantor retained annuity trusts own approximately 2.4%, 2.3%, 8.6%, 2.6% and 22.7% of the LLC's interests, respectively) and (ii) two irrevocable family trusts whose sole beneficiaries are Mr. Molot's children (such irrevocable trusts own approximately 57.2% and 4.2% of the LLC's interests, respectively). Mr. Molot disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. Represents a purchase of 65,277.5 phantom RSUs ("Phantom RSUs") by Mr. Molot under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and a matching contribution by the Company of 21,760.0 Phantom RSUs, which vest on August 11, 2027, in accordance with the NQDC Plan, subject to Mr. Molot'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. |
| /s/ Mark N. Klein, as attorney-in-fact | 08/25/2025 | |
| ** 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. | ||