Sec Form 13G Filing - Gallatin Point Capital LLC filing for JAMES RIVER GROUP HOLDINGS LTD (JRVR) - 2022-03-11

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.

  NAMES OF REPORTING PERSONS

  GPC Partners Investments (Thames) LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,640,158 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,640,158 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,640,158 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.1% (2)

  TYPE OF REPORTING PERSON

  PN

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.

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”).

  NAMES OF REPORTING PERSONS

  GPC Partners II GP LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,640,158 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,640,158 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,640,158 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.1% (2)

  TYPE OF REPORTING PERSON

  OO

Represents Common Shares issuable upon conversion of Series A Preferred Shares held directly by GPC Partners Investments (Thames) LP.

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.

  NAMES OF REPORTING PERSONS

  Gallatin Point Capital LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,640,158 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,640,158 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,640,158 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.1% (2)

  TYPE OF REPORTING PERSON

  OO

Represents Common Shares issuable upon conversion of Series A Preferred Shares held directly by GPC Partners Investments (Thames) LP.

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.

  NAMES OF REPORTING PERSONS

  Matthew B. Botein

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,640,158 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  5,640,158 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,640,158 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.1% (2)

  TYPE OF REPORTING PERSON

  IN

Represents Common Shares issuable upon conversion of Series A Preferred Shares held directly by GPC Partners Investments (Thames) LP.

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.

  NAMES OF REPORTING PERSONS

  Lewis A. (Lee) Sachs

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

   ;SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,640,158 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  5,640,158 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,640,158 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.1% (2)

  TYPE OF REPORTING PERSON

  IN

Represents Common Shares issuable upon conversion of Series A Preferred Shares held directly by GPC Partners Investments (Thames) LP.

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.

Wellesley House, 2^nd Floor

90 Pitts Bay Road

Pembroke, HM08 Bermuda

(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 citi zen 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

CUSIP Number:

G5005R107

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.

GPC Partners Investments (Thames) LP

GPC Partners II GP LLC

Gallatin Point Capital LLC

Matthew B. Botein

Lewis A. (Lee) Sachs

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.

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.  ☐

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

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.

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

/s/ Lewis A. (Lee) Sachs

Name: Lewis A. (Lee) Sachs

Title: Managing Partner

/s/ Matthew B. Botein

/s/ Lewis A. (Lee) Sachs