FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D. E. Shaw Oculus Portfolios, L.L.C. 		2. Issuer Name and Ticker or Trading Symbol

James River Group Holdings, Ltd. [ JRVR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See footnotes
(Last)          (First)          (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/5/2017
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Shares   6/5/2017     S    4250000   D $39.41   6347234   D   (1) (2) (3) (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The securities reported in this line of this Form 4 are directly held by D. E. Shaw CF-SP Franklin, L.L.C. ("CF-SP Franklin"), which holds 1,104,425 Common Shares following the transaction reported in this line of this Form 4; D. E. Shaw CH-SP Franklin, L.L.C. ("CH-SP Franklin"), which holds 3,127,067 Common Shares following the transaction reported in this line of this Form 4; and D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus Portfolios," and together with CF-SP Franklin and CH-SP Franklin, the "D. E. Shaw Shareholders"), which holds 2,115,746 Common Shares following the transaction reported in this line of this Form 4.
(2)  D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to the D. E. Shaw Shareholders; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as the manager of the D. E. Shaw Shareholders; and Mr. David E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc. ("DESCO Inc."), which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc. ("DESCO II Inc."), which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the Common Shares reported in this line of this Form 4 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
(3)  In accordance with Instruction 4(b)(iv), the entire number of Common Shares of the Issuer that may be deemed to be beneficially owned by the D. E. Shaw Shareholders, DESCO LLC, DESCO LP, and David E. Shaw is reported herein. Each of DESCO LLC, DESCO LP, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 4, except to the extent of any pecuniary interest therein. Each of the D. E. Shaw Shareholders disclaims beneficial ownership of any security that is directly held by the other D. E. Shaw Shareholders, except to the extent of any pecuniary interest therein. The Reporting Persons also may be deemed directors of the Issuer by virtue of DESCO LP employees Bryan Martin's and David Zwillinger's service as members of the Issuer's board of directors. None of the Reporting Persons serves as a director of the Issuer.
(4)  The securities sold in the transaction reported in this line of this Form 4 were sold by CF-SP Franklin (739,503 Common Shares), CH-SP Franklin (2,093,830 Common Shares), and Oculus Portfolios (1,416,667 Common Shares).

Remarks:
Exhibit Index: 24.1 Power of Attorney and 24.2 Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D. E. Shaw Oculus Portfolios, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes
D. E. Shaw CF-SP Franklin, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes
D. E. Shaw CH-SP Franklin, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes
D. E. SHAW & CO, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes
D. E. SHAW & CO, L.P.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes
SHAW DAVID E
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY 10036 		X X
See footnotes

Signatures
D. E. Shaw Oculus Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 6/7/2017
** Signature of Reporting Person Date

D. E. Shaw CF-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 6/7/2017
** Signature of Reporting Person Date

D. E. Shaw CH-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 6/7/2017
** Signature of Reporting Person Date

D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 6/7/2017
** Signature of Reporting Person Date

D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer 6/7/2017
** Signature of Reporting Person Date

David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw 6/7/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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