4//SEC Filing
GPC Partners Investments (Thames) LP 4
Accession 0000950170-24-126457
CIK 0001620459other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 4:59 PM ET
Size
19.7 KB
Accession
0000950170-24-126457
Insider Transaction Report
Form 4
GPC Partners II GP LLC
Director
Transactions
- Exercise/Conversion
Common Shares
2024-11-11$6.40/sh+5,859,375$37,500,000→ 5,859,375 total(indirect: By GPC Partners Investments (Thames) LP) - Exercise/Conversion
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−37,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $6.40→ Common Shares (5,859,375 underlying) - Disposition to Issuer
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−112,500→ 0 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $21.90→ Common Shares (5,136,564 underlying) - Award
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11+112,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $8.32→ Common Shares (13,521,634 underlying)
Transactions
- Exercise/Conversion
Common Shares
2024-11-11$6.40/sh+5,859,375$37,500,000→ 5,859,375 total(indirect: By GPC Partners Investments (Thames) LP) - Exercise/Conversion
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−37,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $6.40→ Common Shares (5,859,375 underlying) - Disposition to Issuer
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−112,500→ 0 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $21.90→ Common Shares (5,136,564 underlying) - Award
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11+112,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $8.32→ Common Shares (13,521,634 underlying)
Sachs Lewis A
Director
Transactions
- Exercise/Conversion
Common Shares
2024-11-11$6.40/sh+5,859,375$37,500,000→ 5,859,375 total(indirect: By GPC Partners Investments (Thames) LP) - Exercise/Conversion
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−37,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $6.40→ Common Shares (5,859,375 underlying) - Disposition to Issuer
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−112,500→ 0 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $21.90→ Common Shares (5,136,564 underlying) - Award
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11+112,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $8.32→ Common Shares (13,521,634 underlying)
Gallatin Point Capital LLC
Director
Transactions
- Exercise/Conversion
Common Shares
2024-11-11$6.40/sh+5,859,375$37,500,000→ 5,859,375 total(indirect: By GPC Partners Investments (Thames) LP) - Exercise/Conversion
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−37,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $6.40→ Common Shares (5,859,375 underlying) - Disposition to Issuer
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11−112,500→ 0 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $21.90→ Common Shares (5,136,564 underlying) - Award
Series A Perpetual Cumulative Convertible Preferred Shares
2024-11-11+112,500→ 112,500 total(indirect: By GPC Partners Investments (Thames) LP)Exercise: $8.32→ Common Shares (13,521,634 underlying)
Footnotes (3)
- [F1]On November 11, 2024, GPC Partners Investments (Thames) LP ("GPC Thames") exchanged 37,500 Series A Perpetual Cumulative Convertible Preferred Shares (the "Series A Preferred Shares") for 5,859,375 Common Shares at a price per share of $6.40, pursuant to the terms of that certain First Amendment to the Investment Agreement (the "Investment Agreement Amendment") and Amended and Restated Certificate of Designations of the Series A Preferred Shares (the "A&R Certificate of Desigations"). Pursuant to the Investment Agreement Amendment and A&R Certificate of Designations, the remaining 112,500 Series A Preferred Shares are convertible at any time at the option of the holder at a modified conversion price of $8.32 into the number of Common Shares shown in column 7, subject to adjustments as set forth in the A&R Certificate of Designations. The Series A Preferred Shares have no expiration date.
- [F2]Pursuant to the Issuer's organizational documents, in no event may the Series A Preferred Shares held directly or indirectly by the Reporting Persons, 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 Issuer.
- [F3]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. Matthew B. Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any 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 (the "Exchange Act").
Documents
Issuer
James River Group Holdings, Ltd.
CIK 0001620459
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001922983
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 4:59 PM ET
- Size
- 19.7 KB