Form 4 for JRVR James River Group Holdings, Inc.

Accepted 2024-11-13 00:00:00 ET · period of report 2024-11-11 · accession 0000950170-24-126457 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2024-11-13	2024-11-11	JRVR	GPC Partners II GP LLC	Dir	M - OptEx	$6.40	+5.86M	5.86M	New	+$37.50M
DI	2024-11-13	2024-11-11	JRVR	GPC Partners II GP LLC	Dir	M - OptEx	$0.00	-37.5K	112.5K	-25%	$0
DI	2024-11-13	2024-11-11	JRVR	GPC Partners II GP LLC	Dir	D - Sale to Iss	$0.00	-112.5K	0	-100%	$0
DI	2024-11-13	2024-11-11	JRVR	GPC Partners II GP LLC	Dir	A - Grant	$0.00	+112.5K	112.5K	New	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Shares	2024-11-11	M	A	5,859,375	$6.40	5,859,375	I By GPC Partners Investments (Thames) LP	—	—	(F2) Pursuant to the Issuer's organizational documents, in no event may the Series A Preferred Shares held directly or indirectly by the Reporting Persons, 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 Issuer. (F3) 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. Matthew B. Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any 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 (the "Exchange Act").
2	Derivative	Series A Perpetual Cumulative Convertible Preferred Shares	2024-11-11	M	D	37,500	$0.00	112,500	I By GPC Partners Investments (Thames) LP	$6.40 · — to —	5,859,375 Common Shares	(F3) 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. Matthew B. Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any 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 (the "Exchange Act"). (F1) On November 11, 2024, GPC Partners Investments (Thames) LP ("GPC Thames") exchanged 37,500 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") for 5,859,375 Common Shares at a price per share of $6.40, pursuant to the terms of that certain First Amendment to the Investment Agreement (the "Investment Agreement Amendment") and Amended and Restated Certificate of Designations of the Series A Preferred Shares (the "A&R Certificate of Desigations"). Pursuant to the Investment Agreement Amendment and A&R Certificate of Designations, the remaining 112,500 Series A Preferred Shares are convertible at any time at the option of the holder at a modified conversion price of $8.32 into the number of Common Shares shown in column 7, subject to adjustments as set forth in the A&R Certificate of Designations. The Series A Preferred Shares have no expiration date.
3	Derivative	Series A Perpetual Cumulative Convertible Preferred Shares	2024-11-11	D	D	112,500	$0.00	0	I By GPC Partners Investments (Thames) LP	$21.90 · — to —	5,136,564 Common Shares	(F3) 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. Matthew B. Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any 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 (the "Exchange Act"). (F1) On November 11, 2024, GPC Partners Investments (Thames) LP ("GPC Thames") exchanged 37,500 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") for 5,859,375 Common Shares at a price per share of $6.40, pursuant to the terms of that certain First Amendment to the Investment Agreement (the "Investment Agreement Amendment") and Amended and Restated Certificate of Designations of the Series A Preferred Shares (the "A&R Certificate of Desigations"). Pursuant to the Investment Agreement Amendment and A&R Certificate of Designations, the remaining 112,500 Series A Preferred Shares are convertible at any time at the option of the holder at a modified conversion price of $8.32 into the number of Common Shares shown in column 7, subject to adjustments as set forth in the A&R Certificate of Designations. The Series A Preferred Shares have no expiration date.
4	Derivative	Series A Perpetual Cumulative Convertible Preferred Shares	2024-11-11	A	A	112,500	$0.00	112,500	I By GPC Partners Investments (Thames) LP	$8.32 · — to —	13,521,634 Common Shares	(F3) 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. Matthew B. Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any 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 (the "Exchange Act"). (F1) On November 11, 2024, GPC Partners Investments (Thames) LP ("GPC Thames") exchanged 37,500 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") for 5,859,375 Common Shares at a price per share of $6.40, pursuant to the terms of that certain First Amendment to the Investment Agreement (the "Investment Agreement Amendment") and Amended and Restated Certificate of Designations of the Series A Preferred Shares (the "A&R Certificate of Desigations"). Pursuant to the Investment Agreement Amendment and A&R Certificate of Designations, the remaining 112,500 Series A Preferred Shares are convertible at any time at the option of the holder at a modified conversion price of $8.32 into the number of Common Shares shown in column 7, subject to adjustments as set forth in the A&R Certificate of Designations. The Series A Preferred Shares have no expiration date.