D. E. Shaw CF-SP Franklin, L.L.C. Form 4 James River / E. Shaw Oculus Portfolios, L.L.C. D. ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D. E. Shaw Oculus Portfolios, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

D. E. Shaw Oculus Portfolios, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D. E. Shaw CF-SP Franklin, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D. E. Shaw CH-SP Franklin, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.P.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SHAW DAVID E

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS, NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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

	D. E. Shaw Oculus Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory	12/14/2016
	D. E. Shaw CF-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory	12/14/2016
	D. E. Shaw CH-SP Franklin, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory	12/14/2016
	D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory	12/14/2016
	D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer	12/14/2016
	David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw	12/14/2016
	** Signature of Reporting Person	Date
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