Form Type: 4

SEC EDGAR Link
Accession Number:0001181431-14-039356
Date:2014-12-17
Issuer: JAMES RIVER GROUP HOLDINGS, LTD. (JRVR)
Original Submission Date:

Reporting Person:

MARTIN BRYAN
C/O JAMES RIVER GROUP HOLDINGS, LTD.
32 VICTORIA STREET HAMILTON, D0 HM 12

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON SHARES 2014-12-17 S 6,250,000 d $21.00 14,468,000 indirect f1,f2,f3,f4
COMMON SHARES 2014-12-17 A 1,190 a $0.00 1,190 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the securities reported in this line of this form 4 are directly held by d. e. shaw cf-sp franklin, l.l.c. ("cf-sp franklin"), which holds 2,517,444 common shares following the transaction reported in this line of this form 4; d. e. shaw ch-sp franklin, l.l.c. ("ch-sp franklin"), which holds 7,127,889 common shares following the transaction reported in this line of this form 4; and d. e. shaw oculus portfolios, l.l.c ("oculus portfolios," and, together with cf-sp franklin and ch-sp franklin, the "d. e. shaw shareholders"), which holds 4,822,667 common shares following the transaction reported in this line of this form 4.
f2 d. e. shaw & co., l.p. ("desco lp"), as investment adviser to the d. e. shaw shareholders; d. e. shaw & co., l.l.c. ("desco llc"), as the manager of the d. e. shaw shareholders; mr. david zwillinger ("david zwillinger"), as a senior vice president of desco lp, and mr. bryan martin ("bryan martin"), as a managing director of desco lp, may be deemed to be the beneficial owners of the securities reported in this line of this form 4 for purposes of rule 16a-1(a) of the securities exchange act of 1934. the d. e. shaw shareholders, desco llc, and desco lp have reported their beneficial ownership on separate forms 4.
f3 in accordance with instruction 5(b)(iv), the entire number of common shares of the issuer that may be deemed to be beneficially owned by the d. e. shaw shareholders, desco llc, desco lp, david zwillinger, and bryan martin is reported herein. the reporting person disclaims any beneficial ownership of any security listed in this form 4, except to the extent of any pecuniary interest therein.
f4 the securities sold in the transaction reported in this line of this form 4 were sold by cf-sp franklin (1,087,506 shares); ch-sp franklin (3,079,161 shares); and oculus portfolios (2,083,333 shares).
f5 grant of restricted share units under the james river group holdings, ltd. 2014 non-employee director incentive plan. each restricted share unit represents the contingent right to receive one common share of the issuer and is payable solely in common shares of the issuer on the vesting date. the restricted share units will vest in full on december 17, 2015, and will be settled upon vesting.
f6 consists of restricted share units.
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