[BRYAN CAVE LETTERHEAD]
December 2, 2014
VIA EDGAR
Mr. Jeffrey P. Riedler
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
| RE: | James River Group Holdings, Ltd. | |
| Amendment No. 1 to Registration Statement on Form S-1 | ||
| Filed November 24, 2014 | ||
| File No. 333-199958 |
Dear Mr. Riedler:
On behalf of James River Group Holdings, Ltd. (the “Company”), this letter sets forth the response of the Company to the comment contained in your letter dated December 2, 2014, relating to Amendment No. 1 to the Registration Statement on Form S-1 (CIK No. 0001620459) filed on November 24, 2014 (the “Registration Statement”). The Company’s response set forth below corresponds to the comment as numbered in the letter from the staff of the U.S. Securities and Exchange Commission (the “Staff”).
The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”), which reflects the Company’s response to the comment received from the Staff and certain other updated information. The Company will also provide the Staff courtesy copies of the Amended Registration Statement, marked to reflect the changes from the Registration Statement.
Capitalization, page 46
| 1. | You disclose on page 14 that you will grant restricted share units and options to executive officers, employees and directors on the date of consummation of this offering. Please revise your disclosure to highlight the charges to earnings that will occur upon the completion of your offering for any stock-based compensation resulting from these grants. Please ensure you include all such earnings charges in your capitalization computation. |
The Company has added disclosure on pages 14 and 46 clarifying that none of the restricted share units or options issued on consummation of the offering will be vested at issuance, and accordingly there will be no compensation charge at consummation of the offering.
Mr. Jeffrey P. Riedler December 2, 2014 Page 2 |
If you should have any questions regarding this letter, please do not hesitate to contact me at (212) 541-2275.
| Very truly yours, | |
| /s/ Kenneth L. Henderson | |
| Kenneth L. Henderson |
| cc: | Securities and Exchange Commission |
| Dana Hartz | |
| Mary Mast | |
| Austin Stephenson | |
| James River Group Holdings, Ltd. | |
| J. Adam Abram | |
| Robert P. Myron | |
| Gregg T. Davis |
