SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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)	2. Date of Event Requiring Statement (Month/Day/Year) 11/07/2013	3. Issuer Name and Ticker or Trading Symbol JGWPT Holdings Inc. [ JGW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Interests	(1)	(1)	Class A common stock, par value $0.00001 per share	9,345,175	(1)	I	See footnote(2)(3)

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)

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 Associates V, 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* JGW Holdco, 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* 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* 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* 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)

Explanation of Responses:

1. Each Common Interest of JGWPT Holdings, LLC (the "Company") is exchangeable for one share of Class A common stock, par value of $0.00001 per share of JGWPT Holdings Inc. (the "Issuer") on a one for one basis, subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of the Company and the Amended and Restated Certificate of Incorporation of the Issuer. Exchanges of these Common Interests are subject to a lock up agreement expiring 180 days after the date hereof unless earlier terminated. The right to exchange Common Interests is not subject to an expiration date.

2. JGW Holdco, LLC is the direct owner of 8,400,024 of the Common Interests reported as owned by each of the Reporting Persons hereunder and JGW Distribution, LLC is the direct owner of the remainder of Common Interests reported as owned by all of the Reporting Persons hereunder, except JGW Holdco, LLC. JGW Holdco, LLC is more than 99% owned by JLL JGW Distribution, LLC. JLL JGW Distribution, LLC is owned by JLL Fund V AIF I, L.P., a Delaware limited partnership (''AIF I''), and JLL Fund V AIF II, L.P., a Delaware limited partnership (''AIF II''), which in turn holds its interests in JLL JGW Distribution, LLC through JGW Holdings, Inc., a Delaware corporation. JLL Associates V, L.P., a Delaware limited partnership, is the general partner of each of AIF I and AIF II. (continued in footnote 3)

3. (continued from footnote 2) JLL Associates G.P. V, L.L.C., a Delaware limited liability company, is the general partner of JLL Associates V, L.P. Mr. Paul Levy is the sole managing member of JLL Associates G.P. V, L.L.C. As a result, Mr. Levy may be deemed to be the beneficial owner of all of the securities reported as owned by the Reporting Persons hereunder. Mr. Levy disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul S. Levy	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	/s/ Paul S. Levy as an Authorized Signatory	11/07/2013
	** Signature of Reporting Person	Date
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