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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) | (4) | 03/04/2008 | M | 21,136 | (5) | (5) | Common Shares | 21,136 | (1) | 0 | 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 | 03/06/2008 | |
**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) | On March 4, 2008, 15,000 of the Reporting Person's Phantom Shares were settled for an equal number of WTM Common Shares and the remaining 6,136 Phantom Shares were settled for cash. Each Phantom Share was the economic equivalent of one WTM Common Share. The Reporting Person has agreed not to transfer the Common Shares received in the distribution until the second anniversary of the distribution. |
(2) | Reflects reclassification of 7,000 WTM Common Shares from "Common Shares (restricted)" to unrestricted "Common Shares" (owned directly). |
(3) | Since the date of his last filing, the Reporting Person acquired 14 WTM Common Shares in his 401(k) account. WTM Common Shares are purchased at their fair market value on the date of acquisition. This information in this reports is based on a plan statement dated February 29, 2008. |
(4) | Each Phantom Share is the economic equivalent of one WTM Common Share. |
(5) | In connection with a previously made election in accordance with Section 409A of the federal tax code, the Reporting Person was due a distribution of his deferred compensation account balances in the first quarter of 2008. At the request of the Reporting Person, and as permitted by the plan governing the Reporting Person's deferred compensation, the Compensation Committee of WTM determined to settle a portion of the account in WTM Common Shares and the remainder in cash. The amount of the distribution made in Common Shares was roughly equal to the after-tax value of the Phantom Shares contained in the Reporting Person's account. |
(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. |