SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* JLL Associates V, L.P. (Last) (First) (Middle) C/O JLL PARTNERS, INC. 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JGWPT Holdings Inc. [ JGW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock, par value $0.00001 per share	02/05/2014		J(1)		1,260,996	D	$0.00(1)	239,004(2)	I(2)	See footnote(2)
Class A Common Stock, par value $0.00001 per share								100,883(2)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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* JLL Associates V, L.P. (Last) (First) (Middle) C/O JLL PARTNERS, INC. 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL JGW Distribution, LLC (Last) (First) (Middle) 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JGW Holdings, Inc. (Last) (First) (Middle) 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates G.P. V, L.L.C. (Last) (First) (Middle) 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Fund V AIF I, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Fund V AIF II, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEVY PAUL S (Last) (First) (Middle) C/O JGWPT HOLDINGS INC. 201 KING OF PRUSSIA ROAD, SUITE 501 (Street) RADNOR PA 19087-5148 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On February 5, 2014, JLL JGW Distribution, LLC ("Distribution LLC") effected a pro rata, in-kind distribution for no consideration of the 1,500,000 shares of Class A Common Stock of JGWPT Holdings Inc. (the "Company") previously held by Distribution, LLC (the "Initial Distribution"). 138,121 of these shares of Class A Common Stock were distributed to, and are now held by, JGW Holdings, Inc., a Delaware corporation, 100,883 of these shares of Class A Common Stock were distributed to, and are now held by, JLL Associates V, L.P., a Delaware limited partnership ("Associates V") and 1,260,996 of these shares of Class A Common Stock were distributed to JLL Fund V AIF I, L.P., a Delaware limited partnership ("AIF I"). Immediately following receipt of the Initial Distribution, AIF I distributed all of the shares of Class A Common Stock received in the Initial Distribution to its limited partners, pro rata.

2. Distribution LLC is owned by Associates V, AIF I, and JLL Fund V AIF II, L.P., a Delaware limited partnership ("AIF II"), which in turn holds its interests in Distribution, LLC through JGW Holdings, Inc.. Associates V is the general partner of each of AIF I and AIF II and may be deemed a beneficial owner of securities beneficially owned by AIF I and AIF II. The general partner of Associates V is JLL Associates G.P. V., L.L.C. ("Associates GP V"), which may be deemed a beneficial owner of securities beneficially owned by Associates V. Paul Levy is the sole managing member of, and may be deemed a beneficial owner of securities beneficially owned by, Associates GP V. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.

Remarks:

	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy as an Authorized Signatory	02/06/2014
	/s/ Paul S. Levy	02/06/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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