-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TDNHX/dnu1Np9+8mJwls8W4ZUxSmVJc1Kmd85SMjvZIuKCZikQmFKhlew14AKxk/ KEsl46YuLTX5HNeXAHu3fg== 0001209191-05-042576.txt : 20050815 0001209191-05-042576.hdr.sgml : 20050815 20050815153430 ACCESSION NUMBER: 0001209191-05-042576 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050812 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP CENTRAL INDEX KEY: 0001098152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51480 FILM NUMBER: 051026308 BUSINESS ADDRESS: STREET 1: 20 HORSENECK LN CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: James River Group, INC CENTRAL INDEX KEY: 0001325177 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 050539572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1414 RALEIGH RD. SUITE 415 CITY: CHAPEL HILL STATE: NC ZIP: 27517 BUSINESS PHONE: 919-883-4171 MAIL ADDRESS: STREET 1: 1414 RALEIGH RD. SUITE 415 CITY: CHAPEL HILL STATE: NC ZIP: 27517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIDENT II L P CENTRAL INDEX KEY: 0001089446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51480 FILM NUMBER: 051026310 BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP CENTRAL INDEX KEY: 0001096727 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51480 FILM NUMBER: 051026311 BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIDENT CAPITAL II LP CENTRAL INDEX KEY: 0001249878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51480 FILM NUMBER: 051026309 BUSINESS ADDRESS: STREET 1: C/O MAPLES & CALDER UGLAND HOUSE BOX 309 STREET 2: SOUTH CHURCH ST CITY: GEORGE TOWN CAYMAN ISLAND STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459498066 MAIL ADDRESS: STREET 1: SOUTH CHURCH STREET CITY: GEORGETOWN CAYMAN ISLANDS STATE: E9 ZIP: 00000 4 1 y11980_jrg.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-08-12 0001325177 James River Group, INC JRVR 0001089446 TRIDENT II L P C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CI 0 0 1 0 0001249878 TRIDENT CAPITAL II LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CI 0 0 1 0 0001098152 MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CI 0 0 1 0 0001096727 MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CI 0 0 1 0 Common Stock 2005-08-12 4 P 0 76815 18.00 A 76815 D Common Stock 2005-08-12 4 C 0 377044 A 453859 D Common Stock 2005-08-12 4 C 0 2386038 A 2839897 D Common Stock 2005-08-12 4 P 0 963 18.00 A 963 D Common Stock 2005-08-12 4 C 0 4614 A 5577 D Common Stock 2005-08-12 4 C 0 28177 A 33754 D Common Stock 2005-08-12 4 C 0 10543 A 10543 D Common Stock 2005-08-12 4 C 0 64836 A 75379 D Series A Convertible Preferred Stock 2005-08-12 4 C 0 16343 D Common Stock 377044 0 D Series B Convertible Preferred Stock 2005-08-12 4 C 0 212708 D Common Stock 2386038 0 D Series A Convertible Preferred Stock 2005-08-12 4 C 0 200 D Common Stock 4614 0 D Series B Convertible Preferred Stock 2005-08-12 4 C 0 2512 D Common Stock 28177 0 D Series A Convertible Preferred Stock 2005-08-12 4 C 0 457 D Common Stock 10543 0 D Series B Convertible Preferred Stock 2005-08-12 4 C 0 5780 D Common Stock 64836 0 D 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. All numbers reported relating to shares of Common Stock of JRVR reflect the 10-for-1 stock split effected by JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Represents shares of Common Stock of JRVR purchased by Trident from the underwriters as part of the initial public offering of Common Stock of JRVR. Represents shares of Common Stock of JRVR received by Trident upon automatic conversion of shares of Convertible Preferred Stock of JRVR. 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. Represents shares of Common Stock of JRVR purchased by CPF from the underwriters as part of the initial public offering of Common Stock of JRVR. Represents shares of Common Stock of JRVR received by CPF upon automatic conversion of shares of Convertible Preferred Stock of JRVR. 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. Represents shares of Common Stock of JRVR received by ESC upon automatic conversion of shares of Convertible Preferred Stock of JRVR. 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. Automatic conversion of the Series A Convertible Preferred Stock is exempt under Rule 16b-6. Each share of Series A Convertible Preferred Stock automatically converted into shares of Common Stock of JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Each share of Series A Convertible Preferred Stock converted into a number of shares of Common Stock of JRVR equal to the product of (A) the quotient of (i) the sum of (x) $100, representing the purchase price of each share of Series A Convertible Preferred Stock, plus (y) all accrued and unpaid dividends thereon, divided by (ii) $50, multiplied by (B) 10, to reflect the 10-for-1 stock split effected by JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Automatic conversion of the Series B Convertible Preferred Stock is exempt under Rule 16b-6. Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock of JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Each share of Series B Convertible Preferred Stock converted into a number of shares of Common Stock of JRVR equal to the product of (A) the quotient of (i) the sum of (x) $100, representing the purchase price of each share of Series B Convertible Preferred Stock, plus (y) all accrued and unpaid dividends thereon, divided by (ii) $100, multiplied by (B) 10, to reflect the 10-for-1 stock split effected by JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Represents shares of Convertible Preferred Stock held by Trident prior to the automatic conversion thereof. Represents shares of Convertible Preferred Stock held by CPF prior to the automatic conversion thereof. Represents shares of Convertible Preferred Stock held by ESC prior to the automatic conversion thereof. Trident II, L.P., By: Trident Capital II, L.P., its sole general partner, By: CD Trident II, LLC, a general partner, By: /s/ David Wermuth, Vice President 2005-08-15 Trident Capital II, L.P., By: CD Trident II, LLC, a general partner, By: /s/ David Wermuth, Vice President 2005-08-15 Marsh & McLennan Capital Professionals Fund, L.P., By: Stone Point CP Ltd., its sole general partner, By: /s/ David Wermuth, Secretary 2005-08-15 Marsh & McLennan Employees' Securities Company, L.P., By: Stone Point Capital LLC, Attorney-in-Fact, By: /s/ David Wermuth, Principal 2005-08-15 -----END PRIVACY-ENHANCED MESSAGE-----