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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
X | |||
GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282 |
X | |||
JRVR Investors Offshore LP 200 WEST STREET NEW YORK, NY 10282 |
X | |||
GS JRVR Offshore Advisors, Inc. 200 WEST STREET NEW YORK, NY 10282 |
X | |||
GS INVESTMENT STRATEGIES, LLC 200 WEST STREET NEW YORK, NY 10282 |
X | |||
GSAM GEN-PAR, L.L.C. 200 WEST STREET NEW YORK, NY 10282 |
X |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 12/19/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), JRVR Investors Offshore LP ("JRVR LP"), GS JRVR Offshore Advisors, Inc. ("GS JRVR Inc."), GS Investment Strategies, LLC ("GSIS") and GSAM Gen-Par, L.L.C. ("GSAM Gen-Par" and, together with GS Group, Goldman Sachs, JRVR LP, GS JRVR Inc. and GSIS, the "Reporting Persons"). |
(2) | Pursuant to an underwriting agreement, dated December 11, 2014 (the "Underwriting Agreement"), and in connection with the initial public offering ("IPO") of common shares, par value $0.0002 per share, of James River Group Holdings, Ltd. (the "Common Shares"), pursuant to the final prospectus dated December 11, 2014, which offering was consummated on December 17, 2014, GS Group and JRVR LP sold an aggregate of 4,750,000 Common Shares. GS Group sold 3,470,921 Common Shares and JRVR LP sold 1,279,079 Common Shares. |
(3) | As a result of the IPO, GS Group beneficially owns directly 2,009,481 Common Shares and GS Group may be deemed to beneficially own indirectly 740,519 Common Shares beneficially owned directly by JRVR LP because affiliates of GS Group are the general partner, the sole director of the general partner or the investment manager of JRVR LP. JRVR LP beneficially owns directly 740,519 Common Shares, which may be deemed to be beneficially owned indirectly by GS JRVR Inc., JRVR LP's general partner, GSAM Gen-Par, the sole director of GS JRVR Inc., and GSIS, the investment manager of JRVR LP. |
(4) | Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 47,619 Common Shares. Goldman Sachs is a wholly owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to James River Group Holdings, Ltd. |
(5) | The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest, if any. |
(6) | As a result of the IPO, as of December 17, 2014, the Reporting Persons ceased to be the beneficial owners of more than 10% of the Common Shares and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. |