Statement of Ownership (sc 13g)
March 11 2022 - 04:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
James River Group Holdings, Ltd.
(Name of Issuer)
Common Shares, par value $0.0002 per
share
(Title of Class of Securities)
G5005R107
(CUSIP Number)
March 1, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 2 of 10
Pages |
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1. |
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NAMES OF REPORTING PERSONS
GPC Partners Investments (Thames) LP
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
5,640,158 (1)
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
5,640,158 (1)
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,640,158 (1)
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1% (2)
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12. |
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TYPE OF REPORTING PERSON
PN
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(1) |
Represents Common Shares, par value $0.0002 per share
(the “Common Shares”) issuable upon conversion of Series A
Perpetual Cumulative Convertible Preferred Shares, par value
$0.00125 per share (the “Series A Preferred Shares”) held directly
by GPC Partners Investments (Thames) LP.
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(2) |
The percent of class was calculated based on (i)
37,448,314 Common Shares outstanding as of February 25, 2022,
as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 3 of 10
Pages |
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1. |
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NAMES OF REPORTING PERSONS
GPC Partners II GP LLC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
5,640,158 (1)
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
5,640,158 (1)
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,640,158 (1)
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1% (2)
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12. |
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TYPE OF REPORTING PERSON
OO
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(1) |
Represents Common Shares issuable upon conversion of
Series A Preferred Shares held directly by GPC Partners Investments
(Thames) LP.
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(2) |
The percent of class was calculated based on (i)
37,448,314 Common Shares outstanding as of February 25, 2022,
as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Exchange
Act.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 4 of 10
Pages |
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1. |
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NAMES OF REPORTING PERSONS
Gallatin Point Capital LLC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
5,640,158 (1)
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
5,640,158 (1)
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,640,158 (1)
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1% (2)
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12. |
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TYPE OF REPORTING PERSON
OO
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(1) |
Represents Common Shares issuable upon conversion of
Series A Preferred Shares held directly by GPC Partners Investments
(Thames) LP.
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(2) |
The percent of class was calculated based on (i)
37,448,314 Common Shares outstanding as of February 25, 2022,
as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Exchange
Act.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 5 of 10
Pages |
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1. |
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NAMES OF REPORTING PERSONS
Matthew B. Botein
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
5,640,158 (1)
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
5,640,158 (1)
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,640,158 (1)
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1% (2)
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12. |
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TYPE OF REPORTING PERSON
IN
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(1) |
Represents Common Shares issuable upon conversion of
Series A Preferred Shares held directly by GPC Partners Investments
(Thames) LP.
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(2) |
The percent of class was calculated based on (i)
37,448,314 Common Shares outstanding as of February 25, 2022,
as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Exchange
Act.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 6 of 10
Pages |
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1. |
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NAMES OF REPORTING PERSONS
Lewis A. (Lee) Sachs
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
5,640,158 (1)
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
5,640,158 (1)
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,640,158 (1)
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1% (2)
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12. |
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TYPE OF REPORTING PERSON
IN
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(1) |
Represents Common Shares issuable upon conversion of
Series A Preferred Shares held directly by GPC Partners Investments
(Thames) LP.
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(2) |
The percent of class was calculated based on (i)
37,448,314 Common Shares outstanding as of February 25, 2022,
as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Exchange
Act.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 7 of 10
Pages |
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Item 1. |
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Issuer |
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(a) |
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Name of Issuer: |
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James River Group Holdings, Ltd. (the “Issuer” or
the “Company”). |
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(b) |
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Address of Issuer’s Principal Executive
Offices: |
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Wellesley House, 2nd Floor
90 Pitts Bay Road
Pembroke, HM08 Bermuda
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Item 2. |
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Filing Person |
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(a) – (c) |
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Name of Persons Filing; Address; Citizenship: |
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(i) GPC Partners Investments (Thames) LP, a Cayman Islands limited
partnership (“GPC Thames”);
(ii) GPC Partners II GP LLC, a Delaware limited liability company
(“GPC II GP”);
(iii) Gallatin Point Capital LLC, a Delaware limited liability
company (“Gallatin Point”);
(iv) Matthew B. Botein, a citizen of the United States of America;
and
(v) Lewis A. (Lee) Sachs, a citizen of the United States of
America.
GPC Thames is the direct holder of the securities listed this
Schedule 13G. Gallatin Point is the managing member of GPC II GP,
which, in turn, is the general partner of GPC Thames. Matthew B.
Botein and Lewis A. (Lee) Sachs jointly control 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.
GPC Thames is beneficially owned by funds affiliated with Gallatin
Point (the “Gallatin Point Funds”). The Gallatin Point Funds have
ownership interests in GPC Thames, but none of the Gallatin Point
Funds has voting or dispositive power over any shares held by GPC
Thames.
The address of the principal business office of the Reporting
Persons is
660 Steamboat Road
Greenwich CT 06830
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(d) |
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Title of Class of Securities: |
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Common Shares, par value $0.0002 per share |
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(e) |
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CUSIP Number:
G5005R107
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Item 3. |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
Not applicable.
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Item 4. |
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Ownership. |
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(a) — (c) |
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Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1. |
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 8 of 10
Pages |
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Number of
Shares
Beneficially
Owned |
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Sole Voting
Power |
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Shared
Voting
Power |
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Sole
Dispositive
Power |
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Shared
Dispositive
Power |
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Percentage
of
Common
Shares
Outstanding |
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GPC Partners Investments (Thames) LP
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5,640,158 |
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5,640,158 |
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— |
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5,640,158 |
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— |
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13.1 |
% |
GPC Partners II GP LLC
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5,640,158 |
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5,640,158 |
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— |
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5,640,158 |
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— |
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13.1 |
% |
Gallatin Point Capital LLC
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5,640,158 |
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5,640,158 |
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— |
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5,640,158 |
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— |
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13.1 |
% |
Matthew B. Botein
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5,640,158 |
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— |
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5,640,158 |
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— |
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5,640,158 |
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13.1 |
% |
Lewis A. (Lee) Sachs
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5,640,158 |
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— |
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5,640,158 |
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— |
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5,640,158 |
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13.1 |
% |
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The percent of class was calculated based on (i) 37,448,314 Common
Shares outstanding as of February 25, 2022, as disclosed in
the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 1, 2022, plus (ii) 5,640,158
Common Shares issuable upon conversion of Series A Preferred Shares
held by the Reporting Person, which are treated as converted into
Common Shares only for the purpose of computing the Reporting
Person’s beneficial ownership percentage pursuant to Rule
13d-3 of the Exchange
Act.
The share amounts listed above represent Common Shares underlying
Series A Preferred Shares held directly by GPC Thames. On
February 24, 2022, the Issuer entered into an Investment
Agreement (the “Investment Agreement”) with GPC Thames relating to
the issuance and sale of 150,000 of the Company’s Series A
Preferred Shares, for an aggregate purchase price of
$150 million, or $1,000 per share, in a private placement. The
closing of the transaction occurred on March 1, 2022, and the
number of underlying Common Shares became fixed on March 8,
2022. The Series A Preferred Shares are convertible at the option
of the holder at any time into Common Shares at an initial
conversion price of $26.5950, subject to customary anti-dilution
adjustments, including cash dividends on the Common Shares above
specified levels, as well as certain adjustments in case of adverse
developments.
In no event will the Series A Preferred Shares, together with any
Common Shares received on conversion of Series A Preferred Shares
or as Dividends with respect to 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.
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Item 5. |
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Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following. ☐
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
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Item 7. |
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable.
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Item 8. |
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Identification and Classification of Members of the
Group.
Not applicable.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 9 of 10
Pages |
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Item 9. |
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Notice of Dissolution of Group.
Not applicable.
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Item 10. |
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Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
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CUSIP No. G5005R107 |
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SCHEDULE 13G |
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Page 10 of 10
Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: March 11, 2022
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GPC PARTNERS INVESTMENTS (THAMES) LP |
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By: GPC Partners II GP LLC |
By: Gallatin Point Capital LLC |
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/s/ Lewis A. (Lee) Sachs
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Name: Lewis A. (Lee) Sachs
Title: Managing Partner
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GPC PARTNERS II GP LLC |
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By: Gallatin Point Capital LLC |
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/s/ Lewis A. (Lee) Sachs
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Name: Lewis A. (Lee) Sachs
Title: Managing Partner
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GALLATIN POINT CAPITAL LLC |
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/s/ Lewis A. (Lee) Sachs
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Name: Lewis A. (Lee) Sachs
Title: Managing Partner
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/s/ Matthew B. Botein
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MATTHEW B. BOTEIN |
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/s/ Lewis A. (Lee) Sachs
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LEWIS A. (LEE) SACHS |
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