UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 75, 2021

SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

(Exact name of registrant as specified in charter)

Bermuda

001-38731

98-0529995

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

14 Wesley Street

Hamilton HM 11, Bermuda

(Address of principal executive offices)

(441) 278-3140

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common shares, par value $0.01 per share

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

AsOn ~~previously~~February ~~announced~~5, in2021, ~~light~~Third ofPoint ~~the~~Reinsurance ~~pendency~~Ltd. of(“Third ~~the~~Point ~~consummation~~Re”) ofand ~~the~~Sirius ~~transactions~~International ~~(the~~Insurance Group, Ltd. (“~~Closing~~Sirius Group”) ~~contemplated~~issued bya ~~the~~joint ~~Agreement~~press ~~and~~release ~~Plan~~announcing ofthat ~~Merger~~the ~~dated~~deadline asfor shareholders of ~~August~~Sirius 6,Group ~~2020,~~to asmake itan ~~may~~election bewith ~~amended~~respect ~~from~~to ~~time~~the toform ~~time,~~of byconsideration ~~and~~they ~~among~~wish ~~Third~~to ~~Point~~receive ~~Reinsurance~~pursuant ~~Ltd.,~~to the ~~Company~~Agreement and ~~Yoga~~Plan ~~Merger~~of ~~Sub Limited~~Merger, ~~the~~dated ~~Company~~as ~~postponed~~of ~~the~~August 6, 2020, ~~Annual~~by ~~General~~and ~~Meeting~~among ofSirius ~~Shareholders~~Group, ~~(the~~Third ~~“Annual~~Point ~~Meeting”)~~Re and ~~set~~Yoga ~~the~~Merger ~~date~~Sub ~~for~~Limited, ~~such~~will ~~meeting~~be to5:00 ~~occur on March 31~~p.m., ~~2021,~~New inYork ~~the~~City ~~event~~time ~~that~~(6:00 ~~the~~p.m., ~~Closing~~Bermuda ~~has~~time), ~~not~~on ~~occurred~~February by11, ~~such date~~2021.

OnA ~~January~~copy ~~7, 2021, the Company received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company had not held an annual meeting~~ of ~~shareholders within twelve months of~~ the ~~end~~press ofrelease ~~the~~is ~~Company’s~~attached ~~fiscal~~hereto ~~year~~as ~~ended~~Exhibit ~~December~~99.1 ~~31,~~and ~~2019,~~is asincorporated ~~required~~herein by ~~Nasdaq Listing Rule 5620(a) (the “Rule”) for continued listing~~reference.

OnItem ~~January 8, 2021, the Company provided Nasdaq with a plan to regain compliance with the Rule~~9. ~~The~~01 ~~plan~~Financial ~~specified~~Statements ~~that~~and ~~the Company set the date for the Annual Meeting to occur on March 31, 2021, in the event that the Closing has not occurred by such date~~Exhibits.

On(d) January 11, 2021, Nasdaq accepted this plan and granted the Company an extension until March 31, 2021, to allow the Company to hold its Annual Meeting on such date and thereby regain compliance with the Rule in the event that the Closing has not occurred by such date.Exhibits


Exhibit No.			Exhibit Description
99.1			Press Release, dated as of February 5 , 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Sirius International Insurance Group, Ltd.


			By: /s/ Gene Boxer
			Name: Gene Boxer
			Title: Chief Strategy Officer & Group General Counsel

Date: ~~January~~February 135, 2021

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