Gallatin Point Capital LLC - 11 Nov 2024 Form 4 Insider Report for James River Group Holdings, Ltd. (JRVR)

Role
Director
Signature
GPC Partners Investments (Thames) LP, By: GPC Partners II GP LLC, its General Partner, By: Gallatin Point Capital LLC, its Managing Member, By: /s/ Lewis A. (Lee) Sachs, Managing Partner
Issuer symbol
JRVR
Transactions as of
11 Nov 2024
Net transactions value
+$37,500,000
Form type
4
Filing time
13 Nov 2024, 16:59:30 UTC
Previous filing
29 Oct 2024
Next filing
08 Aug 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JRVR Common Shares Options Exercise $37,500,000 +5,859,375 $6.40 5,859,375 11 Nov 2024 By GPC Partners Investments (Thames) LP F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JRVR Series A Perpetual Cumulative Convertible Preferred Shares Options Exercise $0 -37,500 -25% $0.000000 112,500 11 Nov 2024 Common Shares 5,859,375 $6.40 By GPC Partners Investments (Thames) LP F1, F3
transaction JRVR Series A Perpetual Cumulative Convertible Preferred Shares Disposed to Issuer $0 -112,500 -100% $0.000000 0 11 Nov 2024 Common Shares 5,136,564 $21.90 By GPC Partners Investments (Thames) LP F1, F3
transaction JRVR Series A Perpetual Cumulative Convertible Preferred Shares Award $0 +112,500 $0.000000 112,500 11 Nov 2024 Common Shares 13,521,634 $8.32 By GPC Partners Investments (Thames) LP F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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").

Remarks:

Matthew Botein, a Co-Founder and Managing Partner of Gallatin Point, serves on the board of directors of the Issuer, and has been deputized to represent the Reporting Persons on the Issuer's board of directors. By virtue of Mr. Botein's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Botein has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.