SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
D. E. Shaw Oculus Portfolios, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
James River Group Holdings, Ltd. [ JRVR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Shares 11/27/2017 S 450,000 D $38.1 3,297,238 D(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
D. E. Shaw Oculus Portfolios, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. Shaw CF-SP Franklin, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. Shaw CH-SP Franklin, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. SHAW & CO, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. SHAW & CO, L.P.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SHAW DAVID E

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. 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 573,723 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 1,624,436 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 1,099,079 Common Shares following the transaction reported in this line of this Form 4.
2. 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; and Mr. David E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc. ("DESCO Inc."), which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc. ("DESCO II Inc."), which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the Common Shares reported in this line of this Form 4 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
3. In accordance with Instruction 4(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, and David E. Shaw is reported herein. Each of DESCO LLC, DESCO LP, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 4, except to the extent of any pecuniary interest therein. Each of the D. E. Shaw Shareholders disclaims beneficial ownership of any security that is directly held by the other D. E. Shaw Shareholders, except to the extent of any pecuniary interest therein. The Reporting Persons also may be deemed directors of the Issuer by virtue of DESCO LP employees Bryan Martin's and David Zwillinger's service as members of the Issuer's board of directors. None of the Reporting Persons serves as a director of the Issuer.
4. The securities sold in the transaction reported in this line of this Form 4 were sold by CF-SP Franklin (78,300 Common Shares), CH-SP Franklin (221,700 Common Shares), and Oculus Portfolios (150,000 Common Shares).
Remarks:
Exhibit Index: 24.1 Power of Attorney and 24.2 Power of Attorney
D. E. Shaw Oculus Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 11/29/2017
D. E. Shaw CF-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 11/29/2017
D. E. Shaw CH-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 11/29/2017
D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 11/29/2017
D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer 11/29/2017
David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw 11/29/2017
** 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.

Exhibit 24.1

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

 

I, David E. Shaw, hereby make, constitute, and appoint each of:

 

Edward Fishman,

 

Julius Gaudio,

 

Martin Lebwohl,

 

Maximilian Stone,

 

David Sweet,

 

Nathan Thomas, and

 

Eric Wepsic,

 

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and replaces the power granted on January 1, 2017, which is hereby cancelled.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: March 1, 2017

 

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

 


 

Exhibit 24.2

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

 

I, David E. Shaw, hereby make, constitute, and appoint each of:

 

Edward Fishman,

 

Julius Gaudio,

 

Martin Lebwohl,

 

Maximilian Stone,

 

David Sweet,

 

Nathan Thomas, and

 

Eric Wepsic,

 

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and replaces the power granted on January 1, 2017, which is hereby cancelled.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: March 1, 2017

 

DAVID E. SHAW, as President of

D. E. Shaw & Co. II, Inc.

/s/ David E. Shaw

New York, New York