|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
See footnote (6) | (2) | 04/20/2010 | P | 725,000 | (3) | (4) | Common Shares | 9,048,363 | $ 116.5 | 725,000 | I | See footnote (5) | |||
Preferred Shares | (2) | 04/21/2010 | P | 72,500 | (3) | (4) | Common Shares | 904,837 | $ 117 | 797,500 | I | See footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3 |
X | |||
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
TIG INSURANCE CO 250 COMMERCIAL STREET SUITE 500 MANCHESTER, NH 03101 |
X | |||
UNITED STATES FIRE INSURANCE CO 305 MADISON AVE MORRISTOWN, NJ 07962 |
X | |||
NORTH RIVER INSURANCE CO 305 MADISON AVE MORRISTOWN, NJ 07962 |
X | |||
ODYSSEY AMERICA REINSURANCE CORP 300 FIRST STAMFORD PLACE STAMFORD, CT 06902 |
X |
/s/ Paul Rivett, Vice President and Chief Legal Officer | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Zampella, Vice President and Controller | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ Paul Bassaline, Vice President | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ Paul Bassaline, Vice President | 04/22/2010 | |
**Signature of Reporting Person | Date | |
/s/ Kirk M. Reische, Vice President | 04/22/2010 | |
**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) | Following the transactions reported herein, 277,000 Common Shares are held by V. Prem Watsa and the remaining Common Shares are held by subsidiaries of Fairfax Financial Holdings Limited, including, following the transactions reported herein, 897,600 Common Shares held by Odyssey America Reinsurance Corporation. United States Fire Insurance Company no longer holds any Common Shares. |
(2) | Each Preferred Share is convertible into 12.4805 Common Shares, subject to adjustment under certain circumstances. |
(3) | The Preferred Shares are convertible at any time at the holder's option. |
(4) | After February 20, 2014, Sandridge Energy Inc. may cause all outstanding Preferred Shares to automatically convert into Common Shares at the then-prevailing conversion rate if certain conditions are met. |
(5) | The Preferred Shares are held by subsidiaries of Fairfax Financial Holdings Limited, including, following the transactions reported herein, 69,000 Preferred Shares held by TIG Insurance Company, 88,800 Preferred Shares held by The North River Insurance Company and its subsidiaries, and 487,600 Preferred Shares held by Odyssey America Reinsurance Corp. and its subsidiaries. |
(6) | 8.5% Convertible Perpetual Preferred Stock (Preferred Shares) |