Sec Form 4 Filing - D. E. Shaw Oculus Portfolios, L.L.C. @ James River Group Holdings, Ltd. - 2016-12-12

Insider filing report for Changes in Beneficial Ownership
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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
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
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/YY)
12/12/2016
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Shares 12/12/2016 S 450,000 D $ 38 10,597,238 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
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, NY10036
X X See footnotes
D. E. Shaw CF-SP Franklin, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY10036
X X See footnotes
D. E. Shaw CH-SP Franklin, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY10036
X X See footnotes
D. E. SHAW & CO, L.L.C.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY10036
X X See footnotes
D. E. SHAW & CO, L.P.
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY10036
X X See footnotes
SHAW DAVID E
1166 AVENUE OF THE AMERICAS, NINTH FLOOR
NEW YORK, NY10036
X X See footnotes
Signatures
D. E. Shaw Oculus Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 12/14/2016
Signature of Reporting Person Date
D. E. Shaw CF-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 12/14/2016
Signature of Reporting Person Date
D. E. Shaw CH-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 12/14/2016
Signature of Reporting Person Date
D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 12/14/2016
Signature of Reporting Person Date
D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer 12/14/2016
Signature of Reporting Person Date
David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw 12/14/2016
Signature of Reporting Person Date
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 1,843,928 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 5,220,897 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 3,532,413 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 (78,300 Common Shares), CH-SP Franklin (221,700 Common Shares), and Oculus Portfolios (150,000 Common Shares).

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

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