UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | 06/01/2011 | Â (2) | Common Stock | 3,000,000 | $ (3) | I | See Footnote (1) |
Warrant to Purchase Common Stock | 06/01/2011 | 05/31/2016 | Common Stock | 210,000 | $ (3) | I | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, ONTARIO, CANADA, A6 M5J 2N7 |
 |  X |  |  |
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, ONTARIO, CANADA, A6 M5J 2N7 |
 |  X |  |  |
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, ONTARIO, CANADA, A6 M5J 2N7 |
 |  X |  |  |
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST VANCOUVER, BC, CANADA, A1 V6C 3L3 |
 |  X |  |  |
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, ONTARIO, CANADA, A6 M5J 2N7 |
 |  X |  |  |
ODYSSEY AMERICA REINSURANCE CORP 300 FIRST STAMFORD PLACE TORONTO ONTARIO, CANADA, CT 06902 |
 |  X |  |  |
BY: /s/ Bradley P. Martin, NAME: Bradley P. Martin, TITLE: Vice President, Chief Operating Officer and Corporate Secretary | 06/13/2011 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, V. Prem Watsa | 06/13/2011 | |
**Signature of Reporting Person | Date | |
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President | 06/13/2011 | |
**Signature of Reporting Person | Date | |
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President | 06/13/2011 | |
**Signature of Reporting Person | Date | |
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President | 06/13/2011 | |
**Signature of Reporting Person | Date | |
BY: /s/ Peter H. Lovell, NAME: Peter H. Lovell, TITLE: Senior Vice President, General Counsel and Corporate Secretary | 06/13/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | 714,286 shares of Common Stock, 600,000 shares of Series A Stock Convertible Preferred Stock (the "Series A Stock") and warrants to purchase up to 210,000 shares of common stock are held by Odyssey Reinsurance Company. |
(2) | The Series A Stock has no expiration date, but is subject to certain Common Stock automatic conversion features beginning 18 months from the date of issuance. |
(3) | The reporting persons acquired units consisting of 600,000 shares of Series A Stock and warrants to purchase up to 210,000 shares of Common Stock for an aggregate purchase price of $6,000,000. Each share of Series A Stock is initially convertible into five shares of Common Stock. Each warrant has a $0.01 exercise price per share of Common Stock. |