Edgar Filing: BLACKBERRY Ltd

SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

BlackBerry Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

09228F103

(CUSIP Number)

Paul Rivett

President

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, Canada, M5J 2N7

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- With a copy to -

Jason R. Lehner

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

November 13, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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. 09228F103		Page 2 of 102 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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADIAN
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 101,854,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 101,854,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 101,854,700 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 17.7%^{(1) (2)}
14	Type of reporting person IN


CUSIP No. 09228F103		Page 3 of 102 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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization ONTARIO, CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 101,854,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 101,854,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 101,854,700⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 17.7% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 4 of 102 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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization BRITISH COLUMBIA, CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 101,854,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 101,854,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 101,854,700 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 17.7% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 5 of 102 Pages


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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization ONTARIO, CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 101,854,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 101,854,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 101,854,700 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 17.7% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 6 of 102 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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 101,854,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 101,854,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 101,854,700 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 17.7% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 7 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 9,843,251 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 9,843,251⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 9,843,251 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 1.7% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 8 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CALIFORNIA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 6,523,500 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 6,523,500 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 6,523,500 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 1.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 9 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization SOUTH CAROLINA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 1,952,400 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 1,952,400 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 1,952,400 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 0.3% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 10 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 1,134,800 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 1,134,800 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 1,134,800 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 0.2% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 11 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CONNECTICUT
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 27,970,400 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 27,970,400 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 27,970,400 ⁽¹⁾
12	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row 11 4.9% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 12 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CALIFORNIA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 5,708,900 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 5,708,900 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 5,708,900 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 1.0% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 13 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE GENERAL INSURANCE CORPORATION
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 5,337,100 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 5,337,100 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 5,337,100 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.9% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 14 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 511,800 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 511,800 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 511,800 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 15 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE INDEMNITY INSURANCE CORPORATION
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 1,273,600 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 1,273,600 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 1,273,600 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.2% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 16 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE PERSONAL INSURANCE CORPORATION
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 907,900 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 907,900 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 907,900 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.2% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 17 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 3,313,649 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 3,313,649 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 3,313,649 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.6% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 18 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 297,700 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 297,700 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 297,700 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 19 of 102 Pages


1	Names of reporting person/I.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	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 2,560,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 2,560,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 2,560,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.4% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 20 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE CORPORATE NAME LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 800,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 800,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 800,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 21 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE UNDERWRITING MANAGEMENT LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 651,577 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 651,577 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 651,577 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 22 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE INSURANCE COMPANY LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 102,880 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 102,880 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 102,880 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 23 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) CLEARWATER SELECT INSURANCE COMPANY
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization CONNECTICUT
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 1,000,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 1,000,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 1,000,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.2% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 24 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) HUDSON INSURANCE COMPANY
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization DELEWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 600,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 600,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 600,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 25 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 1,500,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 1,500,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 1,500,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.3% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 26 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE (UK) LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization UNITED KINGDOM
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 500,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 500,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 500,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 0.1% ^{(1) (2)}
14	Type of reporting person CO


CUSIP No. 09228F103		Page 27 of 102 Pages


1	Names of reporting person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC REINSURANCE LIMITED
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨
6	Citizenship or place of organization BARBADOS
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		8	Shared voting power 9,500,000 ⁽¹⁾
		9	Sole dispositive power
		10	Shared dispositive power 9,500,000 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 9,500,000 ⁽¹⁾
12	Check box if the aggregate amount in Row (9) excludes certain shares ¨
13	Percent of class represented by amount in Row 9 1.6% ^{(1) (2)}
14	Type of reporting person CO

(1)

Pursuant to a Subscription Agreement dated November 4, 2013, among BlackBerry Limited, Fairfax Financial Holdings Limited and the other purchasers named therein, and the First Amendment to Subscription Agreement, dated November 7, 2013, among BlackBerry Limited, Fairfax Financial Holdings Limited and the other purchasers named therein (as amended, the “Subscription Agreement”), Fairfax Financial Holdings Limited (“Fairfax”) has been granted an option to arrange for the purchase of an additional $250,000,000 principal amount of Debentures (the “Additional Debentures”) within 30 days of the initial issuance of the Debentures. Fairfax has not exercised this option. However, Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides that a person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within sixty days, including any right to acquire through the exercise of any option or through the conversion of a security. Therefore, in accordance with Rule 13d-3(d)(1), the Shares of BlackBerry underlying both the Debentures issued to Fairfax and the Shares of BlackBerry underlying the Additional Debentures have been included in the number of shares beneficially owned by the Reporting Persons, where applicable.

(2)

Rule 13d-3(d)(1) also provides that any securities not outstanding which are subject to such options or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person. Therefore, the percentage of outstanding securities has been calculated based on 576,070,940 Shares of BlackBerry, comprised of 526,070,940 Shares of BlackBerry outstanding as of October 24, 2013, as reported in the Subscription Agreement, and assuming: (i) the conversion of the Debentures already acquired by Fairfax pursuant to the Subscription Agreement into 25,000,000 Shares; (ii) the conversion of the full amount of the Additional Debentures into 25,000,000 Shares; and (iii) no other Debentures being converted.

Explanatory note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2012, as amended by Amendment No. 1 to Schedule 13D on September 23, 2013, Amendment No. 2 on November 7, 2013 and Amendment No. 3 on November 8, 2013 (as amended, the “Original Schedule 13D”, and, together with Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”) by 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, Northbridge Commercial Insurance Corporation, Odyssey Reinsurance Company, Clearwater Select Insurance Company, Hudson Insurance Company, Zenith Insurance Company, a California corporation, Northbridge General Insurance Corporation, Federated Insurance Company of Canada, Northbridge Indemnity Insurance Corporation, Northbridge Personal Insurance Corporation, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation, Advent Underwriting Limited, Newline Corporate Name Limited, Newline Underwriting Management Limited, Newline Insurance Company Limited, RiverStone Insurance Limited, RiverStone Insurance (UK) Limited and CRC

Reinsurance Limited (collectively, the “Reporting Persons”). Except as specifically amended by this Amendment No. 4, items in the Schedule 13D are unchanged. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“The class of securities to which this statement relates is the Common Shares of BlackBerry Limited (formerly known as Research In Motion) (“BlackBerry”), without par value (the “Shares”). The address of the principal executive office of BlackBerry is 295 Philip Street, Waterloo, Ontario N2L 3W8.”

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“This statement is being jointly filed by the following persons:

V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;

810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

Fairfax Financial Holdings Limited (“Fairfax” and, together with its subsidiaries, the “Fairfax Group of Companies”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property/casualty insurance. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962;

TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal business and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, NH 03101;

General Fidelity Insurance Company (“General Fidelity”), a corporation incorporated under the laws of South Carolina, is a wholly-owned subsidiary of TIG. The principal business of General Fidelity is property/casualty insurance. The principal business address and principal office address of General Fidelity is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

Northbridge Commercial Insurance Corporation (formerly Markel Insurance Company of Canada) (“Northbridge Commercial”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge Commercial is property/casualty insurance. The principal business address and principal office address of Northbridge Commercial is 55 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2H7;

10.

Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;

11.

Clearwater Select Insurance Company (“Clearwater Select”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater Select is property/casualty Insurance. The principal business and principal office address of Clearwater Select is 300 First Stamford Place, Stamford, Connecticut 06902;

12.

Hudson Insurance Company (“Hudson”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Hudson is property/casualty Insurance. The principal business and principal office address of Hudson is 100 William St. New York, New York 10038;

13.

Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is workers’ compensation insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;

14.

Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada) (“Northbridge General”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge General is property/casualty insurance. The principal business address and principal office address of Northbridge General is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;

15.

Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Federated is property/casualty insurance. The principal business address and principal office address of Federated is 717 Portage Ave., Winnipeg, Manitoba, Canada, R3C 3C9;

16.

Northbridge Indemnity Insurance Corporation (formerly Commonwealth Insurance Company) (“Northbridge Indemnity”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge Indemnity is property/casualty insurance. The principal business address and principal office address of Northbridge Indemnity is 595 Burrard Street, Suite 1500, Box 49115 Bentall Tower III, Vancouver, British Columbia, Canada, V7X 1G4;

17.

Northbridge Personal Insurance Corporation (formerly Lombard Insurance Company) (“Northbridge Personal”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge General. The principal business of Northbridge Personal is property/casualty insurance. The principal business address and principal office address of Northbridge Personal is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;

18.

Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater is reinsurance. The principal business and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902;

19.

Zenith Insurance Company (“ZIC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of ZIC property and casualty insurance. The principal business address and principal office address of ZIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;

20.

Advent Underwriting Limited (“Advent”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of Advent is property and casualty insurance. The principal business address and principal office address of Advent is 2 Minster Court, Mincing Lane, London EC3R 7BB;

21.

Newline Corporate Name Limited (“Newline”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of Newline is property and casualty insurance. The principal business address and principal office address of Newline is Suite 5/4, The London Underwriting Centre, 3 Minster Court, Mincing Lane, London EC3R 7DD;

22.

Newline Underwriting Management Limited (“Newline Underwriting”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of Newline Underwriting is property and casualty insurance underwriting. The principal business address and principal office address of Newline Underwriting is Suite 5/4, The London Underwriting Centre, 3 Minster Court, Mincing Lane, London EC3R 7DD;

23.

Newline Insurance Company Limited (“Newline Insurance”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of Newline Insurance is property and casualty insurance. The principal business address and principal office address of Newline Insurance is Suite 5/4, The London Underwriting Centre, 3 Minster Court, Mincing Lane, London EC3R 7DD;

24.

RiverStone Insurance Limited (“RiverStone”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of RiverStone is property, casualty and energy insurance. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;

25.

RiverStone Insurance (UK) Limited (“RiverStone UK”), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of RiverStone UK is property, casualty and energy insurance. The principal business address and principal office address of RiverStone UK is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England; and

26.

CRC Reinsurance Limited (“CRC”), a corporation incorporated under the laws of the Barbados, is a wholly-owned subsidiary of Fairfax. The principal business of CRC is property, casualty and energy insurance. The principal business address and principal office address of CRC is Pine Commercial Center, 12 Pine Commercial, The Pine, St. Michael, Barbados BB11103.

Neither the filing of this Schedule 13D 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, Northbridge Commercial, Odyssey Reinsurance, Clearwater Select, Hudson, Zenith, Northbridge General, Federated, Northbridge Indemnity, Northbridge Personal, Clearwater, ZIC, Advent, Newline, Newline Underwriting, Newline Insurance, RiverStone, RiverStone UK, or CRC that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X or Y as the case may be, and such Annexes are incorporated herein by reference.

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“The source of funds for the purchase of the Shares beneficially owned by the Reporting Persons was cash on hand from existing investment portfolios.”

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by inserting the following immediately prior to the last paragraph thereof:

“The financing contemplated by the Subscription Agreement and the issuance to Fairfax of the Debentures contemplated therein was consummated on November 13, 2013, and the Convertible Debenture Indenture attached hereto as Exhibit 6 and incorporated herein by reference was executed by the parties thereto on the same date.”

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(b) Except as described below, the numbers 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 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

To the best knowledge of the Reporting Persons, the following persons (being directors and/or officers of one of more of the Reporting Persons, as provided in the applicable Annexes to this Schedule 13D) beneficially own the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares.


David Bonham			1,000

Nina L. Caroselli			300

Jan Christiansen			3,500

Peter Clarke			436

Jane Gardner			269


Jean Cloutier			2,000

Richard Fabian			2,500

Davidson Pattiz			9,900

Timothy R. Price			4,000

Paul Rivett			2,000

Brandon W. Sweitzer			4,000

Michael G. Wacek			5,600

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X or Y beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

To the best knowledge of the Reporting Persons, the following Shares were purchased during the last 60 days:


Name	Date	Amount		Price Per Share

Davidson Pattiz⁽³⁾	September 20, 2013		9,900	US$	9.00

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.”

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 4 is hereby incorporated by reference into this Item 6.

⁽³⁾	The Shares were purchased pursuant to the exercise by the counterparty of a put option written by Mr. Pattiz on April 26, 2013.

Item 7.

Material to be Filed as Exhibits.

The following is filed herewith as an exhibit:


Ex. 5:		Joint filing agreement dated as of November 15, 2013 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, Northbridge Commercial Insurance Corporation, Odyssey Reinsurance Company, Clearwater Select Insurance Company, Hudson Insurance Company, Zenith Insurance Company, a California corporation, Northbridge General Insurance Corporation, Federated Insurance Company of Canada, Northbridge Indemnity Insurance Corporation, Northbridge Personal Insurance Corporation, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation, Advent Underwriting Limited, Newline Corporate Name Limited, Newline Underwriting Management Limited, Newline Insurance Company Limited, RiverStone Insurance Limited, RiverStone Insurance (UK) Limited and CRC Reinsurance Limited.

Ex: 6:		Convertible Debenture Indenture, dated November 13, 2013, between BlackBerry Limited, and Computershare Trust Company of Canada.

SIGNATURE