James River Group Holdings, Ltd. — Director's Dealing 2014

Dec 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: James River Group Holdings, Ltd. (JRVR)
CIK: 0001620459
Period of Report: 2014-12-30

Reporting Person: Zwillinger David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-30	Common Shares	S	420762	$21	Disposed	14047238	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1190	Direct

Footnotes

F1: 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 2,444,231 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 6,920,594 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 4,682,413 Common Shares following the transaction reported in this line of this Form 4.

F2: 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 Zwillinger ("David Zwillinger"), as a Senior Vice President of DESCO LP, may be deemed to be the beneficial owners of the securities 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.

F3: In accordance with instruction 5(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.

F4: The securities sold in the transaction reported in this line of this Form 4 were sold by CF-SP Franklin (73,213 shares); CH-SP Franklin (207,295 shares); and Oculus Portfolios (140,254 shares).

F5: Consists of restricted share units.