SEC FORM 3

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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^*

OCONNELL ELIZABETH

(Last)

(First)

(Middle)

C/O BURFORD CAPITAL LIMITED

OAK HOUSE, HIRZEL STREET

(Street)

ST. PETER PORT

GY1 2NP

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

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)
Ordinary shares, no par value ("Ordinary Shares")	130,892	I	By Trust⁽¹⁾⁽²⁾

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)
RSUs	⁽³⁾	⁽³⁾	Ordinary Shares	13,441	⁽³⁾	D⁽⁴⁾
PSUs	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	13,441	⁽⁵⁾	D⁽⁴⁾
RSUs	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	18,437	⁽⁶⁾	D⁽⁴⁾
PSUs	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	18,437	⁽⁷⁾	D⁽⁴⁾
RSUs	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	10,274	⁽⁸⁾	D⁽⁴⁾
PSUs	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	10,274	⁽⁹⁾	D⁽⁴⁾
Phantom RSUs	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	42,112	⁽¹⁰⁾	D⁽⁴⁾

Explanation of Responses:

1. Represents Ordinary Shares held by Elizabeth O'Connell Revocable Trust, of which the reporting person serves as a trustee and is a beneficiary.

2. This report does not include (i) 7,647,727 Ordinary Shares held by Christopher Bogart LLC, of which the reporting person's spouse serves as an investment manager, (ii) 542,185 Ordinary Shares held by Christopher P. Bogart Revocable Trust, of which the reporting person's spouse serves as a trustee and is a beneficiary and (iii) 888,563 Ordinary Shares held by Glenavy Burford Holdings LLC, of which the reporting person's spouse serves as a sole manager. The securities in clauses (i) through (iii) above are separately reported in a report on Form 3 filed by Christopher Bogart, the reporting person's spouse, who is also an executive officer of Burford Capital Limited.

3. Represents restricted share units ("RSUs") granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.

4. This report does not include (i) 267,304 RSUs and 267,305 performance-based RSUs ("PSUs") granted to the reporting person's spouse, (ii) 55,991.4 phantom RSUs ("Phantom RSUs") held by the reporting person's spouse under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and subject to vesting conditions and (iii) 446,840.2 Phantom RSUs held by the reporting person's spouse under the NQDC Plan and not subject to vesting conditions. The securities in clauses (i) through (iii) above are separately reported in a report on Form 3 filed by Christopher Bogart, the reporting person's spouse, who is also an executive officer of Burford Capital Limited.

5. Represents PSUs granted on April 5, 2022, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.

6. Represents RSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.

7. Represents PSUs granted on March 22, 2023, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.

8. Represents RSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to Ms. O'Connell's continued employment through such date. Each RSU represents a contingent right to receive one Ordinary Share.

9. Represents PSUs granted on March 22, 2024, which vest on the third anniversary of the grant date, subject to the achievement of certain performance conditions and Ms. O'Connell's continued employment through such date. Each PSU represents a contingent right to receive one Ordinary Share.

10. Represents Phantom RSUs held by Ms. O'Connell under the NQDC Plan and not subject to vesting conditions. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Mark N. Klein, as attorney-in-fact	01/02/2025
	** 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 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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