SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
James River Group Holdings, Ltd.
(Name of Issuer)
Common Shares, $0.0002 par value
(Title of Class of Securities)
G5005R107
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw CF-SP Franklin, L.L.C. 26-0710908 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 573,723 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 573,723 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 573,723 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 1.9% |
| 12. | Type of Reporting Person (See Instructions) OO |
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw Oculus Portfolios, L.L.C. 20-0805088 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 1,099,079 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 1,099,079 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,099,079 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 3.7% |
| 12. | Type of Reporting Person (See Instructions) OO |
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw CH-SP Franklin, L.L.C. 26-0710942 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 1,624,436 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 1,624,436 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,624,436 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.5% |
| 12. | Type of Reporting Person (See Instructions) OO |
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.L.C. 13-3799946 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 3,297,238 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 3,297,238 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,297,238 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 11.1% |
| 12. | Type of Reporting Person (See Instructions) OO |
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 3,297,238 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 3,297,238 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,297,238 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 11.1% |
| 12. | Type of Reporting Person (See Instructions) IA, PN |
CUSIP No. G5005R107
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David E. Shaw | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power -0- |
| 6. | Shared Voting Power 3,297,238 | |
| 7. | Sole Dispositive Power -0- | |
| 8. | Shared Dispositive Power 3,297,238 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,297,238 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 11.1% |
| 12. | Type of Reporting Person (See Instructions) IN |
Item 1.
| (a) | Name of Issuer |
James River Group Holdings, Ltd.
| (b) | Address of Issuer's Principal Executive Offices |
Wellesley House, 2nd Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08
Item 2.
| (a) | Name of Person Filing |
D. E. Shaw CF-SP Franklin, L.L.C.
D. E. Shaw Oculus Portfolios, L.L.C.
D. E. Shaw CH-SP Franklin, L.L.C.
D. E. Shaw & Co., L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw
| (b) | Address of Principal Business Office or, if none, Residence |
The business address for each reporting person is:
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
| (c) | Citizenship |
D. E. Shaw CF-SP Franklin, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Oculus Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw CH-SP Franklin, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
| (d) | Title of Class of Securities |
Common Shares, $0.0002 par value
| (e) | CUSIP Number |
G5005R107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership |
As of December 31, 2017:
| (a) | Amount beneficially owned: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | 573,723 shares |
| D. E. Shaw Oculus Portfolios, L.L.C.: | 1,099,079 shares |
| D. E. Shaw CH-SP Franklin, L.L.C.: | 1,624,436 shares |
| D. E. Shaw & Co., L.L.C.: |
3,297,238 shares This is composed of (i) 1,624,436 shares in the name of D. E. Shaw CH-SP Franklin, L.L.C., (ii) 1,099,079 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 573,723 shares in the name of D. E. Shaw CF-SP Franklin, L.L.C. |
|
D. E. Shaw & Co., L.P.:
|
3,297,238 shares This is composed of (i) 1,624,436 shares in the name of D. E. Shaw CH-SP Franklin, L.L.C., (ii) 1,099,079 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 573,723 shares in the name of D. E. Shaw CF-SP Franklin, L.L.C. |
| David E. Shaw: |
3,297,238 shares This is composed of (i) 1,624,436 shares in the name of D. E. Shaw CH-SP Franklin, L.L.C., (ii) 1,099,079 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 573,723 shares in the name of D. E. Shaw CF-SP Franklin, L.L.C. |
| (b) | Percent of class: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | 1.9% |
| D. E. Shaw Oculus Portfolios, L.L.C.: | 3.7% |
| D. E. Shaw CH-SP Franklin, L.L.C.: | 5.5% |
| D. E. Shaw & Co., L.L.C.: | 11.1% |
| D. E. Shaw & Co., L.P.: | 11.1% |
| David E. Shaw: | 11.1% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | -0- shares |
| D. E. Shaw Oculus Portfolios, L.L.C.: | -0- shares |
| D. E. Shaw CH-SP Franklin, L.L.C.: | -0- shares |
| D. E. Shaw & Co., L.L.C.: | -0- shares |
| D. E. Shaw & Co., L.P.: | -0- shares |
| David E. Shaw: | -0- shares |
| (ii) | Shared power to vote or to direct the vote: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | 573,723 shares |
| D. E. Shaw Oculus Portfolios, L.L.C.: | 1,099,079 shares |
| D. E. Shaw CH-SP Franklin, L.L.C.: | 1,624,436 shares |
| D. E. Shaw & Co., L.L.C.: | 3,297,238 shares |
| D. E. Shaw & Co., L.P.: | 3,297,238 shares |
| David E. Shaw: | 3,297,238 shares |
| (iii) | Sole power to dispose or to direct the disposition of: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | -0- shares |
| D. E. Shaw Oculus Portfolios, L.L.C.: | -0- shares |
| D. E. Shaw CH-SP Franklin, L.L.C.: | -0- shares |
| D. E. Shaw & Co., L.L.C.: | -0- shares |
| D. E. Shaw & Co., L.P.: | -0- shares |
| David E. Shaw: | -0- shares |
| (iv) | Shared power to dispose or to direct the disposition of: |
| D. E. Shaw CF-SP Franklin, L.L.C.: | 573,723 shares |
| D. E. Shaw Oculus Portfolios, L.L.C.: | 1,099,079 shares |
| D. E. Shaw CH-SP Franklin, L.L.C.: | 1,624,436 shares |
| D. E. Shaw & Co., L.L.C.: | 3,297,238 shares |
| D. E. Shaw & Co., L.P.: | 3,297,238 shares |
| David E. Shaw: | 3,297,238 shares |
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw CH-SP Franklin, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw CH-SP Franklin, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 3,297,238 shares as described above constituting 11.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,297,238 shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
As of the date hereof, D. E. Shaw CF-SP Franklin, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. have ceased to be the beneficial owners of more than 5 percent of the class of securities.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable as this statement is filed pursuant to Rule 13d-1(d).
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.
Dated: February 14, 2018
| D. E. Shaw CF-SP Franklin, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw Oculus Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw CH-SP Franklin, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Attorney-in-Fact for David E. Shaw | ||
Exhibit 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 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
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, $0.0002 par value, of James River Group Holdings, Ltd., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 14th day of February, 2018.
| D. E. Shaw CF-SP Franklin, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw Oculus Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw CH-SP Franklin, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Attorney-in-Fact for David E. Shaw | ||