Edgar Filing: Abram J Adam

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 Abram J Adam

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)

1414 RALEIGH ROAD, SUITE 415

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & Chief Exec Officer

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

(Street)

CHAPEL HILL,Â NCÂ 27517

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock	1 ⁽¹⁾	D	Â

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 ⁽²⁾	Â ⁽²⁾	Common Stock	15,592 ⁽³⁾	$ ⁽³⁾	D	Â
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	7,368 ⁽³⁾	$ ⁽³⁾	I	By Abram Investments LLC
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	12,500 ⁽⁴⁾	$ ⁽⁴⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,750 ⁽⁴⁾	$ ⁽⁴⁾	I	By Abram Investments LLC
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,750 ⁽⁴⁾	$ ⁽⁴⁾	I	By Mother
Options to Purchase Common Stock	Â ⁽⁵⁾	03/24/2014	Common Stock	11,313 ⁽¹⁾ ⁽⁵⁾	$ 100 ⁽¹⁾	D	Â
Options to Purchase Common Stock	Â ⁽⁶⁾	12/16/2014	Common Stock	711 ⁽¹⁾ ⁽⁶⁾	$ 125 ⁽¹⁾	D	Â
Options to Purchase Common Stock	Â ⁽⁷⁾	05/14/2013	Common Stock	40,606 ⁽¹⁾ ⁽⁷⁾	$ 100 ⁽¹⁾	D	Â
Warrants to Purchase Common Stock	Â ⁽⁸⁾	10/31/2013	Common Stock	8,750 ⁽¹⁾	$ 100 ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Abram J Adam 1414 RALEIGH ROAD, SUITE 415 CHAPEL HILL,Â NCÂ 27517	Â X	Â	Â President & Chief Exec Officer	Â

Signatures

/s/ J. Adam Abram		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 a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(2)	All of the issuer's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will be converted into Common Stock immediately prior to the closing of the issuer's initial public offering.
(3)	Does not reflect accrued and unpaid dividends payable in Common Stock or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(4)	Does not reflect accrued and unpaid dividends payable in Common Stock or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(5)	Of these 11,313 Options to Purchase Common Stock, 2,828 have vested, and the remainder will vest in equal installments on each of 3/25/06, 3/25/07 and 3/25/08.
(6)	Of these 711 Options to Purchase Common Stock, none have vested, and the remainder will vest in equal installments on each of 12/17/05, 12/17/06, 12/17/07 and 12/17/08.
(7)	Of these 40,606 Options to Purchase Common Stock, 20,302 have vested, and the remainder will vest in equal installments on each of 5/15/06 and 5/15/07.
(8)	The Warrants are curretnly exercisable.

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