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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 | ||||||||
Phantom Shares (Deferred Compensation) | (1) | 03/28/2007 | A | 75 (2) | (3) | (3) | Common Shares | 75 | $ 560 (4) | 20,902 (5) | D | ||||
Common Share Options | $ 650 (6) | (7) | 01/19/2014 | Common Shares | 200,000 | 200,000 | 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 | 03/30/2007 | |
**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) | Phantom Share are convertible into Common Shares on a 1 for 1 basis. |
(2) | On March 28, 2007, the Reporting Person's deferred compensation account was credited with Phantom Shares equal in value to the ordinary dividend paid on the underlying WTM Common Shares on the dividend date. |
(3) | The Phantom Shares are held in the Reporting Person's deferred compensation account. As a result of the Reporting Person's separation of employment from WTM in 2005, the deferred compensation account is payable, in cash or in Common Shares, in ten equal installments that commenced in 2006. Final payment is due in 2015. |
(4) | Dividends are automatically invested in Phantom Shares at the fair market price per share of the underlying WTM Common Shares on March 28, 2007, the date the dividends were deemed paid. |
(5) | In addition to the dividend credit reported in this Form 4, reflects an additional 3 Phantom Shares in Reporting Person's account resulting from a computational adjustment reported by the third party account manager since Reporting Person's last Form 4 filed on January 23, 2007. |
(6) | 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. |
(7) | The options vest in five equal annual installments beginning January 19, 2008. |