0001144204-17-031519.txt : 20170607 0001144204-17-031519.hdr.sgml : 20170607 20170607160147 ACCESSION NUMBER: 0001144204-17-031519 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170605 FILED AS OF DATE: 20170607 DATE AS OF CHANGE: 20170607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: James River Group Holdings, Ltd. CENTRAL INDEX KEY: 0001620459 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980585280 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 1-441-278-4580 MAIL ADDRESS: STREET 1: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN BRYAN CENTRAL INDEX KEY: 0001245730 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36777 FILM NUMBER: 17897282 MAIL ADDRESS: STREET 1: 179 LINCOLN STREET STREET 2: SUITE 500 CITY: BOSTON STATE: MA ZIP: 02111 4 1 v468605_4.xml OWNERSHIP DOCUMENT X0306 4 2017-06-05 0 0001620459 James River Group Holdings, Ltd. JRVR 0001245730 MARTIN BRYAN C/O JAMES RIVER GROUP HOLDINGS, LTD. 90 PITTS BAY ROAD PEMBROKE D0 HM 08 BERMUDA 1 0 1 0 Common Shares 2017-06-05 4 S 0 4250000 39.41 D 6347238 I See footnotes Common Shares 2563 D 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 1,104,425 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 3,127,067 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 2,115,746 Common Shares following the transaction reported in this line of this Form 4. 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. Bryan Martin ("Bryan Martin"), as a Managing Director of DESCO LP, 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. The D. E. Shaw Shareholders, DESCO LLC, and DESCO LP have reported their beneficial ownership on separate Forms 4. 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, and DESCO LP is reported herein. The Reporting Person disclaims any beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities sold in the transaction reported in this line of this Form 4 were sold by CF-SP Franklin (739,503 Common Shares), CH-SP Franklin (2,093,830 Common Shares), and Oculus Portfolios (1,416,667 Common Shares). Consists of (i) 1,970 Common Shares and (ii) 593 restricted share units. Exhibit Index: 24.1 Power of Attorney Bryan Martin, By: /s/ Nathan Thomas, as Attorney-in-Fact for Bryan Martin 2017-06-07 EX-24.1 2 v468605_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Nathan Thomas, the undersigned’s true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of James River Group Holdings, Ltd. (the “Company”), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (each, a “Section 16 Form”), and (ii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 16 Form electronically (each, a “Form ID”, and, together with the Section 16 Forms, the “Forms and Schedules”);

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.

The undersigned executed this Power of Attorney as of December 11, 2014.

/s/ Bryan R. Martin

Name: Bryan R. Martin