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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
WATSA V PREM ET AL 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
FFHL GROUP LTD 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
1109519 ONTARIO LTD 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
SIXTY TWO INVESTMENT CO LTD 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
810679 ONTARIO LTD 95 WELLINGTON ST WEST, SUITE 800 TORONTO, A6 M5J 2N7 |
X |
/s/ Paul Rivett, President, on behalf of Fairfax Financial Holdings Ltd. | 05/03/2018 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 05/03/2018 | |
**Signature of Reporting Person | Date | |
/s/ Paul Rivett, Director, on behalf of FFHL Group Ltd. | 05/03/2018 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President, on behalf of 1109519 Ontario Limited | 05/03/2018 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited | 05/03/2018 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President, on behalf of 810679 Ontario Limited | 05/03/2018 | |
**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) | The amount in this column represents 952,000 shares sold by Odyssey Reinsurance Company and 105,269 shares sold by FFHL Master Trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.45 to $4.49 inclusive. Upon request, the reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the shares sold at each separate price within the range set forth in this footnote. |
(2) | The amount in this column represents 619,700 shares sold by Odyssey Reinsurance Company and 68,805 shares sold by FFHL Master Trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.40 to $4.65 inclusive. Upon request, the reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the shares sold at each separate price within the range set forth in this footnote. |
(3) | The amount in this column represents 312,500 shares sold by Odyssey Reinsurance Company and 34,731 shares sold by FFHL Master Trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.35 to $4.45 inclusive. Upon request, the reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the shares sold at each separate price within the range set forth in this footnote. |
(4) | After giving effect to the transactions reported on this Form 4, 5,615,800 shares are owned directly by Odyssey Reinsurance Company, and 7,500,000 shares are owned directly by Brit Insurance (Gibraltar) PCC Limited, each of which is an indirect subsidiary of FFHL Group Limited, which is a subsidiary of Fairfax Financial Holdings Ltd. 1,458,862 shares are owned directly by FFHL Master Trust, which is controlled by Fairfax Financial Holdings Ltd. V. Prem Watsa is the CEO and controlling person of Fairfax Financial Holdings Ltd. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. |