James River Group Holdings, Ltd. — Director's Dealing 2017

Jun 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: James River Group Holdings, Ltd. (JRVR)
CIK: 0001620459
Period of Report: 2017-06-05

Reporting Person: D. E. Shaw Oculus Portfolios, L.L.C. (Director, 10% Owner, See footnotes)
Reporting Person: D. E. Shaw CF-SP Franklin, L.L.C. (Director, 10% Owner, See footnotes)
Reporting Person: D. E. Shaw CH-SP Franklin, L.L.C. (Director, 10% Owner, See footnotes)
Reporting Person: D. E. SHAW & CO, L.L.C. (Director, 10% Owner, See footnotes)
Reporting Person: D. E. SHAW & CO, L.P. (Director, 10% Owner, See footnotes)
Reporting Person: SHAW DAVID E (Director, 10% Owner, See footnotes)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-05	Common Shares	S	4250000	$39.41	Disposed	6347234	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 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.

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 E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc. ("DESCO Inc."), which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc. ("DESCO II Inc."), which is the managing member of DESCO LLC, 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.

F3: 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, DESCO LP, and David E. Shaw is reported herein. Each of DESCO LLC, DESCO LP, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 4, except to the extent of any pecuniary interest therein. Each of the D. E. Shaw Shareholders disclaims beneficial ownership of any security that is directly held by the other D. E. Shaw Shareholders, except to the extent of any pecuniary interest therein. The Reporting Persons also may be deemed directors of the Issuer by virtue of DESCO LP employees Bryan Martin's and David Zwillinger's service as members of the Issuer's board of directors. None of the Reporting Persons serves as a director of the Issuer.

F4: 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).