Edgar Filing: MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TRIDENT II L P

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2005

3. Issuer Name and Ticker or Trading Symbol
James River Group, INC [JRVR]

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE,Â BOX 309, SOUTH CHURCH STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

GEORGE TOWN, GRAND CAYMAN, CIÂ

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	16,343 ⁽¹⁾	$ ⁽⁸⁾	D ⁽³⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	212,708 ⁽²⁾	$ ⁽⁹⁾	D ⁽³⁾	Â
Series A Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	200 ⁽¹⁾	$ ⁽⁸⁾	D ⁽⁴⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	2,512 ⁽²⁾	$ ⁽⁹⁾	D ⁽⁴⁾	Â
Series A Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	457 ⁽¹⁾	$ ⁽⁸⁾	D ⁽⁵⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	5,780 ⁽²⁾	$ ⁽⁹⁾	D ⁽⁵⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRIDENT II L P C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CIÂ	Â	Â X	Â	Â
TRIDENT CAPITAL II LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CIÂ	Â	Â X	Â	Â
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CIÂ	Â	Â X	Â	Â
MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CIÂ	Â	Â X	Â	Â

Signatures

Trident II, L.P. By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By: /s/ David Wermuth, Vice President		08/08/2005
^**Signature of Reporting Person		Date
Trident Capital II, L.P. By: CD Trident II, LLC, a general partner By: /s/ David Wermuth, Vice President		08/08/2005
^**Signature of Reporting Person		Date
Marsh & McLennan Capital Professionals Fund, L.P. By: Stone Point GP Ltd., its sole general partner By: /s/ David J. Wermuth, Secretary		08/08/2005
^**Signature of Reporting Person		Date
Marsh & McLeannan Employees' Securities Company, L.P. By: Stone Point Capital LLC, Attorney-in-Fact By: /s/ David J. Wermuth, Principal		08/08/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Does not reflect accrued and unpaid dividends payable in Common Stock of JRVR or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(2)	Does not reflect accrued and unpaid dividends payable in Common Stock of JRVR or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(3)	Represents shares of convertible preferred stock of JRVR held by Trident. Trident GP is the sole general partner of Trident. The general partners of Trident GP are four single member limited liability companies that are owned by individuals who are members of Stone Point Capital LLC, which serves as the investment manager of Trident and CPF. Each of the single member limited liability companies that acts as a general partner of Trident GP disclaims beneficial ownership of shares of JRVR that are, or may be deemed to be, beneficially owned by Trident, other than shares in which they may be deemed to have a pecuniary interest. Trident disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by CPF and ESC.
(4)	Represents shares of convertible preferred stock of JRVR held by CPF. Stone Point GP Ltd., a company owned by certain individuals who are members of Stone Point Capital LLC, is the sole general partner of CPF. CPF disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by Trident and ESC.
(5)	Represents shares of convertible preferred stock of JRVR held by ESC. Marsh & McLennan GP I, Inc. a subsidiary of Marsh & McLennan Companies, Inc., is the sole general partner of ESC. ESC disclaims beneficial ownership of shares that are, or may be deemed to be, beneficially owned by Trident and CPF.
(6)	Immediate.
(7)	N/A.
(8)	2-for-1.
(9)	1-for-1.
Â Remarks: ThisÂ filingÂ relatesÂ toÂ sharesÂ ofÂ CommonÂ StockÂ ofÂ JamesÂ RiverÂ Group,Â Inc.Â ("JRVR").Â TridentÂ II,Â L.P.Â ("Trident") isÂ makingÂ thisÂ jointÂ filingÂ onÂ FormÂ 3Â onÂ itsÂ behalfÂ andÂ onÂ behalfÂ ofÂ TridentÂ CapitalÂ II,Â L.P.Â ("TridentÂ GP"),Â MarshÂ & McLennanÂ CapitalÂ ProfessionalsÂ Fund,Â L.P.Â ("CPF")Â andÂ MarshÂ &Â McLennanÂ Employees'Â SecuritiesÂ Company,Â L.P.Â ("ESC"). Trident,Â CPFÂ andÂ ESCÂ haveÂ agreedÂ thatÂ theyÂ willÂ coordinateÂ theÂ timingÂ ofÂ theÂ saleÂ ofÂ sharesÂ ofÂ CommonÂ StockÂ ofÂ JRVR.

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