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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Share Options | $ 650 (3) | 05/26/2010 | D(4) | 200,000 | (5) | 01/19/2014 | Common Shares | 200,000 | (3) | 0 | D | ||||
Common Share Options | $ 742 | 05/26/2010 | A(4) | 125,000 | (5) | 01/20/2017 | Common Shares | 125,000 | (4) | 125,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRETTE RAYMOND JOSEPH RENE C/O WHITE MOUNTAINS INSURANCE GROUP 80 SOUTH MAIN STREET HANOVER, NH 03755 |
X | Chief Executive Officer | Chairman of the Board |
Jason R. Lichtenstein, by Power of Attorney | 05/28/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | 15,000 restricted Common Shares which were to vest in the event of a change in control of the Company occurring by January 19, 2012 now will vest in three equal annual installments beginning on January 20, 2013. |
(2) | Since the date of Reporting Person's last filing, Reporting Person acquired 40 shares of WTM Common Shares under his Company 401(k) Plan account Plan. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of May 21, 2010. |
(3) | On January 20, 2007, the Reporting Person was granted options to purchase 200,000 Common Shares with an initial exercise price of $650 per share. The exercise price increases on a cumulative basis at an annual rate of 5% less the annualized regular dividend rate and, as of February 24, 2010, had increased to $742 per share. |
(4) | On May 26, 2010, the Reporting Person's options were amended to (i) fix the strike price at $742, (ii) extinguish 75,000 of the 200,000 options, (iii) extend the term of the option by three years, and (iv) limit the potential in-the-money value of the options in excess of $100 million to 50% of the amount in excess of $100 million. For reporting purposes, this is a deemed cancellation of the original option granted on January 20, 2007 and the grant of a replacement option. The Company's shareholders approved the amendment on May 26, 2010 at which time it became effective. |
(5) | The options vest in five equal annual installments beginning January 20, 2008. |