Sec Form 3 Filing - Botein Matthew @ James River Group Holdings, Ltd. - 2023-01-06

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Botein Matthew 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 660 STEAMBOAT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2023 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series A Perpetual Cumulative Convertible Preferred Shares $ 26.595( 1 ) ( 1 ) ( 1 ) Common Shares 5,640,158( 2 ) I By GPC Partners Investments (Thames) LP( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Botein Matthew 660 STEAMBOAT ROAD GREENWICH, CT06830 X Signatures /s/ Matthew B. Botein 01/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 150,000 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") held directly by GPC Partners Investments (Thames) LP ("GPC Thames"). The Series A Preferred Shares are convertible at any time at the option of the holder at an initial conversion price of $26.5950 into the number of Common Shares shown in column 3, subject to adjustments as set forth in the Certificate of Designations of the Series A Preferred Shares. The Series A Preferred Shares have no expiration date. ( 2 )Pursuant to the Issuer's organizational documents, in no event may the Series A Preferred Shares held directly or indirectly by the Reporting Person, 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 Company. ( 3 )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. The Reporting Person shares joint control of 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. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the 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.

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