0000899243-23-001739.txt : 20230113 0000899243-23-001739.hdr.sgml : 20230113 20230113161515 ACCESSION NUMBER: 0000899243-23-001739 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230106 FILED AS OF DATE: 20230113 DATE AS OF CHANGE: 20230113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Botein Matthew CENTRAL INDEX KEY: 0001469142 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36777 FILM NUMBER: 23528928 MAIL ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM19 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: James River Group Holdings, Ltd. CENTRAL INDEX KEY: 0001620459 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980585280 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 1-441-278-4580 MAIL ADDRESS: STREET 1: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-01-06 0 0001620459 James River Group Holdings, Ltd. JRVR 0001469142 Botein Matthew 660 STEAMBOAT ROAD GREENWICH CT 06830 1 0 0 0 Series A Perpetual Cumulative Convertible Preferred Shares 26.595 Common Shares 5640158 I By GPC Partners Investments (Thames) LP Represents 150,000 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") held directly by GPC Partners Investments (Thames) LP ("GPC Thames"). The Series A Preferred Shares are convertible at any time at the option of the holder at an initial conversion price of $26.5950 into the number of Common Shares shown in column 3, subject to adjustments as set forth in the Certificate of Designations of the Series A Preferred Shares. The Series A Preferred Shares have no expiration date. Pursuant to the Issuer's organizational documents, in no event may the Series A Preferred Shares held directly or indirectly by the Reporting Person, together with any Common Shares received on conversion of Series A Preferred Shares or as Dividends with respect to such Series A Preferred Shares, be entitled to vote in excess of 9.9% of the aggregate voting power of the then-outstanding Common Shares on an as converted basis or of the outstanding voting securities of the Company. The shares are held directly by GPC Thames. GPC Partners II GP LLC ("GPC II GP") is the general partner of GPC Thames, and Gallatin Point Capital LLC ("Gallatin Point") is the managing member of GPC II GP. The Reporting Person shares joint control of Gallatin Point through multiple intermediate entities, and may be deemed to share voting and investment discretion with respect to the securities held directly by GPC Thames. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934. /s/ Matthew B. Botein 2023-01-13