SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
Research in Motion Limited |
(Name of Issuer)
Common Shares |
(Title of Class of Securities)
760975102 |
(CUSIP Number)
January 26, 2012 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page . |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No. 760975102
|
Page 2 of 43 Pages
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
V. PREM WATSA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
26,848,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
26,848,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,848,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12% | |||||
12 |
TYPE OF REPORTING PERSON
IN |
2
Cusip No. 760975102
|
Page 3 of 43 Pages
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1109519 ONTARIO LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
26,848,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
26,848,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,848,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
3
Cusip No. 760975102
|
Page 4 of 43 Pages
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
THE SIXTY TWO INVESTMENT COMPANY LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA, CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
26,848,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
26,848,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,848,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
4
Cusip No. 760975102
|
Page 5 of 43 Pages
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
810679 ONTARIO LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
26,848,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
26,848,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,848,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
5
Cusip No. 760975102
|
Page 6 of 43 Pages
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRFAX FINANCIAL HOLDINGS LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
26,848,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
26,848,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,848,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
6
Cusip No. 760975102
|
Page 7 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
UNITED STATES FIRE INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
2,843,251 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
2,843,251 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,843,251 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.54% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
7
Cusip No. 760975102
|
Page 8 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
TIG INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
3,323,500 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
3,323,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,500 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.63% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
8
Cusip No. 760975102
|
Page 9 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
GENERAL FIDELITY INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
SOUTH CAROLINA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
952,400 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
952,400 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,400 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
9
Cusip No. 760975102
|
Page 10 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
MARKEL INSURANCE COMPANY OF CANADA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
1,134,800 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
1,134,800 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,800 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.22% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
10
Cusip No. 760975102
|
Page 11 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
ODYSSEY REINSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
5,784,200 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
5,784,200 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,784,200 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.10% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
11
Cusip No. 760975102
|
Page 12 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
2,908,900 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
2,908,900 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,908,900 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.55% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
12
Cusip No. 760975102
|
Page 13 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
LOMBARD GENERAL INSURANCE COMPANY OF CANADA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
5,634,800 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
5,634,800 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,634,800 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.08% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
13
Cusip No. 760975102
|
Page 14 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
FEDERATED INSURANCE COMPANY OF CANADA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
511,800 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
511,800 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,800 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.10% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
14
Cusip No. 760975102
|
Page 15 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
COMMONWEALTH INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
1,273,600 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
1,273,600 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,600 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.24% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
15
Cusip No. 760975102
|
Page 16 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
LOMBARD INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
1,205,600 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
1,205,600 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,600 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.23% | |||||
TYPE OF REPORTING PERSON
CO |
16
Cusip No. 760975102
|
Page 17 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
CLEARWATER INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
1,713,649 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
1,713,649 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,649 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.33% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
17
Cusip No. 760975102
|
Page 18 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH INSURANCE COMPANY | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
297,700 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
297,700 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,700 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
18
Cusip No. 760975102
|
Page 19 of 43 Pages
|
1 |
Names of Reporting PersonI.R.S. Identification Nos. of Above Persons (Entities Only)
ADVENT UNDERWRITING LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
1,280,000 | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
1,280,000 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,000 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.24% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
19
Item 1.(a) | Name of Issuer: |
Research in Motion Limited
Item 1(b) | Address of Issuers Principal Executive Offices: |
295 Philip Street, Waterloo, Ontario, Canada N2L 3W8
Item 2.(a) | Name of Person Filing: |
This statement is being jointly filed by the following persons (collectively, the Reporting Persons):
1. | V. Prem Watsa, an individual; |
2. | 1109519 Ontario Limited (1109519), a corporation incorporated under the laws of Ontario; |
3. | The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia; |
4. | 810679 Ontario Limited (810679), a corporation incorporated under the laws of Ontario; |
5. | Fairfax Financial Holdings Limited (Fairfax), a corporation incorporated under the laws of Canada; |
6. | United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware; |
7. | TIG Insurance Company (TIG), a corporation incorporated under the laws of California; |
8. | General Fidelity Insurance Company (General Fidelity), a corporation incorporated under the laws of South Carolina; |
9. | Markel Insurance Company of Canada (Markel), a corporation incorporated under the laws of Canada; |
10. | Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut; |
11. | Zenith Insurance Company (Zenith), a corporation incorporated under the laws of California; |
12. | Lombard General Insurance Company of Canada (LGICC), a corporation incorporated under the laws of Canada; |
20
13. | Federated Insurance Company of Canada (Federated), a corporation incorporated under the laws of Canada; |
14. | Commonwealth Insurance Company (Commonwealth), a corporation incorporated under the laws of Canada; |
15. | Lombard Insurance Company (Lombard), a corporation incorporated under the laws of Canada; |
16. | Clearwater Insurance Company (Clearwater), a corporation incorporated under the laws of Delaware; |
17. | Zenith Insurance Company (ZIC), a corporation incorporated under the laws of Canada; and |
18. | Advent Underwriting Limited (Advent), a corporation incorporated under the laws of the United Kingdom. |
Item 2(b) | Address of Principal Business Office: |
The addresses of the Reporting Persons are as follows:
1. | Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; |
2. | The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; |
3. | The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3; |
4. | The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; |
5. | The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; |
6. | The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962; |
7. | The principal business address and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101; |
8. | The principal business address and principal office address of General Fidelity is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101; |
21
9. | The principal business address and principal office address of Markel is 55 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2H7; |
10. | The principal business address and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902; |
11. | The principal business address and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021; |
12. | The principal business address and principal office address of LGICC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; |
13. | The principal business address and principal office address of Federated is 717 Portage Ave., Winnipeg, Manitoba, Canada, R3C 3C9; |
14. | The principal business address and principal office address of Commonwealth is 595 Burrard Street, Suite 1500, Box 49115 Bentall Tower III, Vancouver, British Columbia, Canada, V7X 1G4; |
15. | The principal business address and principal office address of Lombard is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; |
16. | The principal business address and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902; |
17. | The principal business address and principal office address of ZIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; and |
18. | The principal business address and principal office address of Advent is 2 Minster Court, Mincing Lane, London EC3R 7BB. |
Item 2(c) | Citizenship: |
V. Prem Watsa is a citizen of Canada.
Item 2(d) | Title of Class of Securities: |
Common Shares (Shares)
Item 2(e) | CUSIP Number: |
760975102
22
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ | Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ¨ | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ¨ | An Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ¨ | A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4. | Ownership. |
Based on the most recent information available, the aggregate number and percentage of the Shares that are beneficially owned by each of the Reporting Persons is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
On January 25, 2012, the Reporting Persons acquired an aggregate of 6,499,500 Shares, and on January 26, 2012, the Reporting Persons acquired an aggregate of 7,550,700 Shares.
23
Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, US Fire, TIG, General Fidelity, Markel, Odyssey Reinsurance, Zenith, LGICC, Federated, Commonwealth, Lombard, Clearwater, ZIC or Advent that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Certain of the Shares beneficially owned by the Reporting Persons are held by subsidiaries and pension plans of Fairfax, which subsidiaries and pension plans have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such interest of a subsidiary or pension plan relates to more than 5% of the class of Shares.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
See attached Exhibit No. 1.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
24
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
V. Prem Watsa | |
/s/ V. Prem Watsa |
25
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | 1109519 Ontario Limited | |||
By: | /s/ V. Prem Watsa | |||
Name: V. Prem Watsa | ||||
Title: President |
26
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | The Sixty Two Investment Company Limited | |||||
By: | /s/ V. Prem Watsa | |||||
Name: V. Prem Watsa | ||||||
Title: President |
27
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | 810679 Ontario Limited | |||||
By: | /s/ V. Prem Watsa | |||||
Name: V. Prem Watsa | ||||||
Title: President |
28
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Fairfax Financial Holdings Limited | |||
By: | /s/ V. Prem Watsa | |||
Name: V. Prem Watsa | ||||
Title: Chairman and Chief Executive Officer |
29
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | United States Fire Insurance Company | |||
By: | /s/ Paul Bassaline | |||
Name: Paul Bassaline | ||||
Title: Vice President and Controller |
30
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
TIG Insurance Company | |||||||
By: | /s/ John M. Parker | |||||||
Name: | John M. Parker | |||||||
Title: | Senior Vice President |
31
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
General Fidelity Insurance Company | |||||||
By: | /s/ John M. Parker | |||||||
Name: | John M. Parker | |||||||
Title: | Senior Vice President |
32
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
Markel Insurance Company of Canada | |||||||
By: | /s/ Karen Burr | |||||||
Name: | Karen Burr | |||||||
Title: | Vice President, Human Resources |
33
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
Odyssey Reinsurance Company | |||||||
By: | /s/ Kirk Reische | |||||||
Name: | Kirk Reische | |||||||
Title: | Vice President |
34
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Zenith Insurance Company, a California corporation | |||||||
By: | /s/ Michael Jansen | |||||||
Name: | Michael Jansen | |||||||
Title: | Executive Vice President and General Counsel |
35
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
Lombard General Insurance Company of Canada | |||||
By: | /s/ W.J. Dunlop | |||||
Name: W.J. Dunlop | ||||||
Title: Senior Vice President and General Counsel |
36
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
Federated Insurance Company of Canada | |||||
By: | /s/ G. Hurlin | |||||
Name: G. Hurlin | ||||||
Title: Vice President, Finance |
37
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Commonwealth Insurance Company | |||||||
By: | /s/ Stewart Woo | |||||||
Name: | Stewart Woo | |||||||
Title: | Chief Financial Officer |
38
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Lombard Insurance Company | |||||||
By: | /s/ W.J. Dunlop | |||||||
Name: | W.J. Dunlop | |||||||
Title: | Senior Vice President and General Counsel |
39
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 |
Clearwater Insurance Company | |||
By: | /s/ Kirk Reische | |||
Name: Kirk Reische | ||||
Title: Vice President |
40
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Zenith Insurance Company, a Canadian corporation | |||||
By: | /s/ W.J. Dunlop | |||||
Name: W.J. Dunlop | ||||||
Title: Senior Vice President and General Counsel |
41
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2012 | Advent Underwriting Limited | |||||
By: | /s/ Neil Ewing | |||||
Name: Neil Ewing | ||||||
Title: Company Secretary |
42
Exhibit Index
Exhibit No. |
Description | |
1 |
Members of filing group. | |
2 |
Joint filing agreement dated as of January 26, 2012 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, United States Fire Insurance Company, TIG Insurance Company, General Fidelity Insurance Company, Markel Insurance Company of Canada, Odyssey Reinsurance Company, Zenith Insurance Company, a California corporation, Lombard General Insurance Company of Canada, Federated Insurance Company of Canada, Commonwealth Insurance Company, Lombard Insurance Company, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation and Advent Underwriting Limited. |
43
EXHIBIT 1
MEMBERS OF FILING GROUP
V. Prem Watsa
1109519 Ontario Limited
The Sixty Two Investment Company Limited
810679 Ontario Limited
Fairfax Financial Holdings Limited
United States Fire Insurance Company
TIG Insurance Company
General Fidelity Insurance Company
Markel Insurance Company of Canada
Odyssey Reinsurance Company
Zenith Insurance Company, a California corporation
Lombard General Insurance Company of Canada
Federated Insurance Company of Canada
Commonwealth Insurance Company
Lombard Insurance Company
Clearwater Insurance Company
Zenith Insurance Company, a Canadian corporation
Advent Underwriting Limited
EXHIBIT 2
CUSIP No. 760975102
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13G
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: January 26, 2012
V. PREM WATSA | ||
/s/ V. Prem Watsa | ||
1109519 ONTARIO LIMITED | ||
By: |
/s/ V. Prem Watsa | |
Name: V. Prem Watsa | ||
Title: President | ||
THE SIXTY TWO INVESTMENT COMPANY LIMITED | ||
By: |
/s/ V. Prem Watsa | |
Name: V. Prem Watsa | ||
Title: President | ||
810679 ONTARIO LIMITED | ||
By: |
/s/ V. Prem Watsa | |
Name: V. Prem Watsa | ||
Title: President | ||
FAIRFAX FINANCIAL HOLDINGS LIMITED | ||
By: |
/s/ V. Prem Watsa | |
Name: V. Prem Watsa | ||
Title: Chairman and Chief Executive Officer |
UNITED STATES FIRE INSURANCE COMPANY | ||
By: |
/s/ Paul Bassaline | |
Name: Paul Bassaline | ||
Title: Vice President and Controller |
TIG INSURANCE COMPANY | ||||
By: | /s/ John M. Parker | |||
Name: | John M. Parker | |||
Title: | Senior Vice President | |||
GENERAL FIDELITY INSURANCE COMPANY | ||||
By: | /s/ John M. Parker | |||
Name: | John M. Parker | |||
Title: | Senior Vice President |
MARKEL INSURANCE COMPANY OF CANADA | ||
By: | /s/ Karen Burr | |
Name: Karen Burr | ||
Title: Vice President, Human Resources | ||
LOMBARD GENERAL INSURANCE COMPANY OF CANADA | ||
By: | /s/ W.J. Dunlop | |
Name: W.J. Dunlop | ||
Title: Senior Vice President and General Counsel | ||
FEDERATED INSURANCE COMPANY OF CANADA | ||
By: | /s/ G. Rick Hurlin | |
Name: G. Rick Hurlin | ||
Title: Vice President, Finance | ||
LOMBARD INSURANCE COMPANY | ||
By: | /s/ W.J. Dunlop | |
Name: W.J. Dunlop | ||
Title: Senior Vice President and General Counsel |
ZENITH INSURANCE COMPANY | ||
By: | /s/ W.J. Dunlop | |
Name: W.J. Dunlop | ||
Title: Senior Vice President and General Counsel | ||
COMMONWEALTH INSURANCE COMPANY | ||
By: | /s/ Stewart Woo | |
Name: Stewart Woo | ||
Title: Chief Financial Officer |
ODYSSEY REINSURANCE COMPANY | ||
By: | /s/ Kirk Reische | |
Name: Kirk Reische | ||
Title: Vice President | ||
CLEARWATER INSURANCE COMPANY | ||
By: | /s/ Kirk Reische | |
Name: Kirk Reische | ||
Title: Vice President |
ZENITH INSURANCE COMPANY | ||
By: | /s/ Michael Jansen | |
Name: Michael Jansen | ||
Title: Executive Vice President and General Counsel |
ADVENT UNDERWRITING LIMITED | ||
By: | /s/ Neil Ewing | |
Name: Neil Ewing | ||
Title: Company Secretary |