SEC FORM 3

SEC Form 3

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^*

Hill Kirby

(Last)

(First)

(Middle)

800 GESSNER ROAD

SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2023

3. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT - INDUSTRY SOLUTIONS

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	10,260⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
2021 LTIP - Common Stock	⁽²⁾	⁽²⁾	Common Stock	6,055	⁽²⁾	D
2021 LTIP - Performance Share Units	⁽³⁾	⁽³⁾	Common Stock	6,055	⁽³⁾	D
2022 LTIP - Performance Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	5,445	⁽⁴⁾	D
Preferred Series A Stock	⁽⁵⁾	⁽⁵⁾	Preferred Series A Stock	581.935	⁽⁵⁾	D

Explanation of Responses:

1. On January 1, 2022, the reporting person was granted a Restricted Stock Award in the amount of 5,445 shares. Each share is equivalent to one share of the Company's common stock. This award fully vests on January 1, 2025.

2. On January 1, 2021, the reporting person was granted 6,055 Restricted Stock Units ("RSUs"). Upon vesting, each unit is equivalent to one share of the Company's common stock. This award fully vests on January 1, 2024.

3. On January 1, 2021, the reporting person was awarded 6,055 Performance Share Units ("PSUs"). Each PSU is equivalent to one share of the Company's common stock. The number of units subject to vest under this award can range from 0% to 150% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on January 1, 2024.

4. On January 1, 2022, the reporting person was awarded 5,445 PSUs. Each PSU is equivalent to one share of the Company's common stock. The number of units subject to vest under this award can range from 0% to 150% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on January 1, 2025.

5. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 581.935 shares of stock reported on this form will convert into 4,817 shares of Common Stock upon the closing of the IPO.

	/s/ Stacy E. Skelton, Attorney-in-Fact	01/12/2023
	** 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.
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