SEC FORM 4

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

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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^*

TRIDENT II L P

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE

BOX 309, SOUTH CHURCH STREET

(Street)

GEORGE TOWN, GRAND CAYMAN, CI

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
James River Group, INC [ JRVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2005		P		76,815	A	$18	76,815	D⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	08/12/2005		C		377,044	A	⁽¹⁰⁾	453,859	D⁽¹⁾⁽³⁾⁽⁴⁾
Common Stock	08/12/2005		C		2,386,038	A	⁽¹¹⁾	2,839,897	D⁽¹⁾⁽³⁾⁽⁴⁾
Common Stock	08/12/2005		P		963	A	$18	963	D⁽¹⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/12/2005		C		4,614	A	⁽¹⁰⁾	5,577	D⁽¹⁾⁽⁶⁾⁽⁷⁾
Common Stock	08/12/2005		C		28,177	A	⁽¹¹⁾	33,754	D⁽¹⁾⁽⁶⁾⁽⁷⁾
Common Stock	08/12/2005		C		10,543	A	⁽¹⁰⁾	10,543	D⁽¹⁾⁽⁸⁾⁽⁹⁾
Common Stock	08/12/2005		C		64,836	A	⁽¹¹⁾	75,379	D⁽¹⁾⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁰⁾	08/12/2005		C			16,343	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	377,044⁽¹⁰⁾	⁽¹⁰⁾	0	D⁽¹⁾⁽⁴⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	08/12/2005		C			212,708	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,386,038⁽¹¹⁾	⁽¹¹⁾	0	D⁽¹⁾⁽⁴⁾⁽¹²⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	08/12/2005		C			200	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,614⁽¹⁰⁾	⁽¹⁰⁾	0	D⁽¹⁾⁽⁷⁾⁽¹³⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	08/12/2005		C			2,512	⁽¹¹⁾	⁽¹¹⁾	Common Stock	28,177⁽¹¹⁾	⁽¹¹⁾	0	D⁽¹⁾⁽⁷⁾⁽¹³⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	08/12/2005		C			457	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,543⁽¹⁰⁾	⁽¹⁰⁾	0	D⁽¹⁾⁽⁹⁾⁽¹⁴⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	08/12/2005		C			5,780	⁽¹¹⁾	⁽¹¹⁾	Common Stock	64,836⁽¹¹⁾	⁽¹¹⁾	0	D⁽¹⁾⁽⁹⁾⁽¹⁴⁾

1. Name and Address of Reporting Person^*

TRIDENT II L P

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE

BOX 309, SOUTH CHURCH STREET

(Street)

GEORGE TOWN, GRAND CAYMAN, CI

(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^*

TRIDENT CAPITAL II LP

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE

BOX 309, SOUTH CHURCH STREET

(Street)

GEORGE TOWN, GRAND CAYMAN, CI

(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^*

MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE

BOX 309, SOUTH CHURCH STREET

(Street)

GEORGE TOWN, GRAND CAYMAN, CI

(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^*

MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE

BOX 309, SOUTH CHURCH STREET

(Street)

GEORGE TOWN, GRAND CAYMAN, CI

(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. 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.

2. 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.

3. Represents shares of Common Stock of JRVR received by Trident upon automatic conversion of shares of Convertible Preferred Stock of JRVR.

4. 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.

5. 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.

6. Represents shares of Common Stock of JRVR received by CPF upon automatic conversion of shares of Convertible Preferred Stock of JRVR.

7. 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.

8. Represents shares of Common Stock of JRVR received by ESC upon automatic conversion of shares of Convertible Preferred Stock of JRVR.

9. 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.

10. 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.

11. 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.

12. Represents shares of Convertible Preferred Stock held by Trident prior to the automatic conversion thereof.

13. Represents shares of Convertible Preferred Stock held by CPF prior to the automatic conversion thereof.

14. 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	08/15/2005
	Trident Capital II, L.P., By: CD Trident II, LLC, a general partner, By: /s/ David Wermuth, Vice President	08/15/2005
	Marsh & McLennan Capital Professionals Fund, L.P., By: Stone Point CP Ltd., its sole general partner, By: /s/ David Wermuth, Secretary	08/15/2005
	Marsh & McLennan Employees' Securities Company, L.P., By: Stone Point Capital LLC, Attorney-in-Fact, By: /s/ David Wermuth, Principal	08/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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