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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) | (2) | 03/22/2006 | A | 50 (3) | (4) | (4) | Common Shares | 50 | $ 574 (5) | 14,229 | D | ||||
Phantom Shares (Deferred Compensation) | (2) | 03/22/2006 | A | 11 (3) | (6) | (6) | Common Shares | 11 | $ 574 (5) | 3,127 | D | ||||
Common Share Options | (7) | (8) | 02/28/2010 | Common Shares | 0 | 9,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FASS STEVE ELLIOTT C/O WHITE MOUNTAINS INSURANCE GROUP, LTD 80 SOUTH MAIN STREET HANOVER, NH 03755 |
X | President & CEO |
Dennis Beaulieu, by Power of Attorney | 03/23/2006 | |
**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) | Since February 22, 2006, the date of Reporting Person's last filing, Reporting Person acquired 4 shares of WTM Common Shares under the Folksamerica 401(k) Plan. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of February 28, 2006. |
(2) | Phantom Shares are convertible into Common Shares on a 1 for 1 basis. |
(3) | On March 22, 2006, 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. |
(4) | The Phantom Shares are payable, at the election of the Company, in cash or in Common Shares, following termination of the Reporting Person's employment with the Company or beginning at an earlier date selected by the Reporting Person in accordance with the terms of the deferred compensation plan. |
(5) | Dividends are automatically invested in Phantom Shares at the fair market price of the underlying WTM Common Shares on March 22, 2006, the date the dividends are deemed to be paid. |
(6) | The Phantom Shares are payable in cash following termination of the Reporting Person's employment with the Company. |
(7) | On February 28, 2000, the Reporting Person was granted options to purchase WTM Common Shares on a 1 for 1 basis at an initial exercise price of $106.19. The exercise price increases by 6% annually on a cumulative basis. |
(8) | Reporting Person was originally granted 9,000 options to purchase Common Shares on February 28, 2000. 900 Options become exercisable annually over a ten-year period. |