SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

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

 

February 24, 2014

(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  o.

* 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

 

 

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)

 o

 

 

(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).     o

 

 

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
96,783,700

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
96,783,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,783,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.8%

 

 

14

Type of Reporting Person
IN

 

2



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
96,783,700

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
96,783,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,783,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.8%

 

 

14

Type of Reporting Person
CO

 

3



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
96,654,700

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
96,654,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,654,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.8%

 

 

14

Type of Reporting Person
CO

 

4



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
96,654,700

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
96,654,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,654,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.8%

 

 

14

Type of Reporting Person
CO

 

5



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
96,654,700

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
96,654,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,654,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.8%

 

 

14

Type of Reporting Person
CO

 

6



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
6,843,251

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,843,251

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,843,251

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.2%

 

 

14

Type of Reporting Person
CO

 

7



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
6,023,500

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,023,500

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,023,500

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14

Type of Reporting Person
CO

 

8



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,952,400

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,400

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
CO

 

9



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
884,800

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
884,800

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
884,800

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%

 

 

14

Type of Reporting Person
CO

 

10



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
37,470,400

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
37,470,400

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
37,470,400

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.5%

 

 

14

Type of Reporting Person
CO

 

11



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).    o

 

 

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
5,208,900

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
5,208,900

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,208,900

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%

 

 

14

Type of Reporting Person
CO

 

12



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
12,058,400

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,058,400

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,058,400

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1%

 

 

14

Type of Reporting Person
CO

 

13



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
1,911,800

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,911,800

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,911,800

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
CO

 

14



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
1,205,600

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,205,600

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,600

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%

 

 

14

Type of Reporting Person
CO

 

15



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
4,313,649

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,313,649

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,313,649

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.7%

 

 

14

Type of Reporting Person
CO

 

16



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
297,700

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
297,700

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14

Type of Reporting Person
CO

 

17



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
2,660,000

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,660,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,660,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
CO

 

18



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
1,451,577

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,451,577

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,451,577

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
CO

 

19



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
102,880

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
102,880

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14

Type of Reporting Person
CO

 

20



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,000,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%

 

 

14

Type of Reporting Person
CO

 

21



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
600,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
600,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14

Type of Reporting Person
CO

 

22



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,500,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
CO

 

23



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
500,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
500,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14

Type of Reporting Person
CO

 

24



 

CUSIP No.   09228F103

 

 

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)

 o

 

 

(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).     o

 

 

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
9,900,000

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
9,900,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,900,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7%

 

 

14

Type of Reporting Person
CO

 

25



 

CUSIP No.   09228F103

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
THE NORTH RIVER INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(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).     o

 

 

6

Citizenship or Place of Organization
NEW JERSEY

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
5,500,000

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
5,500,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14

Type of Reporting Person
CO

 

26



 

Explanatory note

 

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) 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, Amendment No. 3 on November 8, 2013, Amendment No. 4 on November 15, 2013, Amendment No. 5 on January 10, 2014 and Amendment No. 6 on January 17, 2014 (as amended, the “Original Schedule 13D”, and, together with Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 7, 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, The North River 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 Personal Insurance Corporation, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation, Advent Underwriting Limited, Newline Corporate Name 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. 7, 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 4.                          Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following immediately prior to the last paragraph of Item 4 and by deleting in its entirety such last paragraph of Item 4:

 

“Under the terms of a subscription agreement with BlackBerry dated November 4, 2013, Fairfax agreed that until November 13, 2014 neither it nor its affiliates would beneficially own more than 19.9% or less than 9.9% of the outstanding Shares.  As previously announced on January 8, 2014, Fairfax determined to sell Shares over time in order to rebalance its ownership in BlackBerry, subject to the above-noted restrictions.  This previously announced Share sale is concluded and the current rebalancing is complete.  In the future, Fairfax may determine it is necessary to continue with further rebalancing, subject to the above-noted restrictions.”

 

Item 5.                          Interest in Securities of the Issuer.

 

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

 

“(c)                            Between January 29, 2014 and February 24, 2014, Northbridge Commercial Insurance Corporation sold 250,000 Shares on the open market at an average price of $10.03 per share, Northbridge General Insurance Corporation sold 1,250,000 Shares on the open market at an

 

27



 

average price of $10.03 per share, United States Fire Insurance Company sold 500,000 Shares on the open market at an average price of $10.03 per share, Advent Underwriting Limited sold 700,000 Shares on the open market at an average price of $10.03 per share, Odyssey Reinsurance Company sold 1,500,000 Shares on the open market at an average price of $10.03 per share, TIG Insurance Company sold 500,000 Shares on the open market at an average price of $10.03 per share and Zenith Insurance Company sold 500,000 Shares on the open market at an average price of $10.03 per share.”

 

Item 7.                          Material to be Filed as Exhibits.

 

The following is filed herewith as an exhibit:

 

Ex. 7:

 

Joint filing agreement dated as of January 10, 2014 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, The North River 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 Insurance Company Limited, RiverStone Insurance Limited, RiverStone Insurance (UK) Limited and CRC Reinsurance Limited (filed with Amendment No. 5 to Schedule 13D).

 

28



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

V. Prem Watsa

 

 

 

/s/ V. Prem Watsa

 

29



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

1109519 Ontario Limited

 

 

 

By:

/s/ V.Prem Watsa

 

 

Name:

V. Prem Watsa

 

 

Title:

President

 

30



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

The Sixty Two Investment Company Limited

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name:

V. Prem Watsa

 

 

Title:

President

 

31



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

810679 Ontario Limited

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name:

V. Prem Watsa

 

 

Title:

President

 

32



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Fairfax Financial Holdings Limited

 

 

 

 

By:

/s/ Paul Rivett

 

 

Name:

Paul Rivett

 

 

Title:

President

 

33



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

United States Fire Insurance Company

 

 

 

 

By:

/s/ James V. Kraus

 

 

Name:

James V. Kraus

 

 

Title:

Senior Vice President, General Counsel and

 

 

 

Secretary

 

34



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

The North River Insurance Company

 

 

 

 

By:

/s/ James V. Kraus

 

 

Name:

James V. Kraus

 

 

Title:

Senior Vice President, General Counsel and

 

 

 

Secretary

 

35



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

TIG Insurance Company

 

 

 

 

By:

/s/ Nicholas C. Bentley

 

 

Name:

Nicholas C. Bentley

 

 

Title:

President, CEO

 

36



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

General Fidelity Insurance Company

 

 

 

 

By:

/s/ Nicholas C. Bentley

 

 

Name:

Nicholas C. Bentley

 

 

Title:

President, CEO

 

37



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Northbridge Commercial Insurance Corporation

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

Name:

Craig Pinnock

 

 

Title:

CFO

 

38



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Odyssey Reinsurance Company

 

 

 

 

 

By:

/s/ Kirk Reische

 

 

Name:

Kirk Reische

 

 

Title:

Vice President

 

39



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Clearwater Select Insurance Company

 

 

 

 

By:

/s/ Kirk Reische

 

 

Name:

Kirk Reische

 

 

Title:

Vice President

 

40



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Hudson Insurance Company

 

 

 

 

By:

/s/ Kirk Reische

 

 

Name:

Kirk Reische

 

 

Title:

Vice President

 

41



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Zenith Insurance Company, a Canadian corporation

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

Name:

Craig Pinnock

 

 

Title:

CFO

 

42



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Northbridge General Insurance Corporation

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

Name:

Craig Pinnock

 

 

Title:

CFO

 

43



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Federated Insurance Company of Canada

 

 

 

 

By:

/s/ Craig Pinnock

 

 

Name:

Craig Pinnock

 

 

Title:

CFO

 

44



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Northbridge Personal Insurance Corporation

 

 

 

 

By:

/s/ Craig Pinnock

 

 

Name:

Craig Pinnock

 

 

Title:

CFO

 

45



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Clearwater Insurance Company

 

 

 

 

 

By:

/s/ Nicholas C. Bentley

 

 

Name:

Nicholas C. Bentley

 

 

Title:

President, CEO

 

46



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Zenith Insurance Company, a California corporation

 

 

 

 

 

By:

/s/ Michael Jansen

 

 

 

Name:

Michael Jansen

 

 

 

Title:

Executive Vice President and

 

 

 

 

General Counsel

 

47



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Advent Underwriting Limited

 

 

 

 

By:

/s/ Neil Ewing

 

 

Name:

Neil Ewing

 

 

Title:

Company Secretary

 

48



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Newline Corporate Name Limited

 

 

 

By:

/s/ J. Richard F. Micklem

 

 

Name:

J. Richard F. Micklem

 

 

Title:

Director

 

49



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

Newline Insurance Company Limited

 

 

 

 

By:

/s/ J. Richard F. Micklem

 

 

Name:

J. Richard F. Micklem

 

 

Title:

Director

 

50



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

RiverStone Insurance Limited

 

 

 

By:

/s/ Lorna Hemsley

 

 

Name:

Lorna Hemsley

 

 

Title:

Finance Director

 

51



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

RiverStone Insurance (UK) Limited

 

 

 

 

By:

/s/ Lorna Hemsley

 

 

Name:

Lorna Hemsley

 

 

Title:

Finance Director

 

52



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2014

CRC Reinsurance Limited

 

 

 

 

By:

/s/ Janice Burke

 

 

Name:

Janice Burke

 

 

Title:

Vice President and General Manager

 

53



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

Ex. 7:

 

Joint filing agreement dated as of January 10, 2014 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, The North River 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 Insurance Company Limited, RiverStone Insurance Limited, RiverStone Insurance (UK) Limited and CRC Reinsurance Limited (filed with Amendment No. 5 to Schedule 13D).

 

54