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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JAMES RIVER GROUP, INC [ JRVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Stock | 12/01/2006 | S | 2,317 | D | $33 | 2,776,771(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 2,021 | D | $32.75 | 2,774,750(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 14,362 | D | $32.5 | 2,760,388(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 200 | D | $32.54 | 2,760,188(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 100 | D | $32.61 | 2,760,088(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 200 | D | $32.67 | 2,759,888(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 100 | D | $32.66 | 2,759,788(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 600 | D | $32.63 | 2,759,188(1)(2) | D | |||
Common Stock | 12/01/2006 | S | 100 | D | $32.52 | 2,759,088(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 2,500 | D | $33.2825 | 2,756,588(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 1,700 | D | $33.5813 | 2,754,888(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 400 | D | $33.5618 | 2,754,488(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 1,406 | D | $33.5001 | 2,753,082(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 2,800 | D | $33.5555 | 2,750,282(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 2,100 | D | $33.6 | 2,748,182(1)(2) | D | |||
Common Stock | 12/04/2006 | S | 5,100 | D | $33.75 | 2,743,082(1)(2) | D | |||
Common Stock | 32,791(1)(3) | D | ||||||||
Common Stock | 75,379(1)(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This filing relates to shares of Common Stock of James River Group, Inc. ("JRVR"). Trident II, L.P. ("Trident") is making this joint filing on Form 4 on its behalf and on behalf of Trident Capital II, L.P. ("Trident GP"), Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and Marsh & McLennan Employees' Securities Company, L.P. ("ESC"). Trident, CPF and ESC have agreed that they will coordinate the timing of the sale of shares of Common Stock of JRVR. |
2. Trident GP is the sole general partner of Trident. The general partners of Trident GP are four single member limited liability companies that are owned by individuals who are members of Stone Point Capital LLC, which serves as the investment manager of Trident and CPF. Each of the single member limited liability companies that acts as a general partner of Trident GP disclaims beneficial ownership of shares of JRVR that are, or may be deemed to be, beneficially owned by Trident, other than shares in which they may be deemed to have a pecuniary interest. Trident disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by CPF and ESC. |
3. Stone Point GP Ltd., a company owned by certain individuals who are members of Stone Point Capital LLC, is the sole general partner of CPF. CPF disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by Trident and ESC. |
4. Marsh & McLennan GP I, Inc., a subsidiary of Marsh & McLennan Companies, Inc., is the sole general partner of ESC. ESC disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by Trident and CPF. |
Trident II, L.P.; By: Trident Capital II, L.P.; By: DW Trident GP, LLC; By: David J. Wermuth, member | 12/05/2006 | |
Trident Capital II, L.P.; By: DW Trident GP, LLC; By: David J. Wermuth, member | 12/05/2006 | |
Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd.; By: David J. Wermuth, director | 12/05/2006 | |
Marsh & McLennan Employees' Securities Company, L.P.; By: Marsh & McLennan GP I, Inc.; By: Stone Point Capital LLC, as agent and attorney-in-fact; By: David J. Wermuth, principal | 12/05/2006 | |
** 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. |