SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CHEN JOHN S

(Last)

(First)

(Middle)

C/O BLACKBERRY LIMITED

2200 UNIVERSITY AVENUE EAST

(Street)

WATERLOO

N2K 0A7

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2020

3. Issuer Name and Ticker or Trading Symbol
BLACKBERRY Ltd [ BB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	4,783,191	D
Common Shares	1,000,000	I	By grantor retained annuity trust⁽¹⁾
Common Shares	1,000,000	I	By grantor retained annuity trust⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance-Based Restricted Share Units	⁽³⁾	⁽³⁾	Common Shares	5,000,000	⁽⁴⁾	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Shares	4,000,000	⁽⁴⁾	D

Explanation of Responses:

1. Grantor retained annuity trust for the benefit of the reporting person and his children.

2. Grantor retained annuity trust for the benefit of the reporting person's spouse and her children.

3. Performance-Based Restricted Share Units ("RSUs") that may be earned in increments of one million common shares of BlackBerry Limited ("BlackBerry") when the 10-day average closing price of BlackBerry's common shares on the New York Stock Exchange reaches $16, $17, $18, $19 and $20, respectively. If earned, the increment will vest on the first anniversary of November 3, 2018, 2019, 2020, 2021 or 2022, respectively, following the date it was earned. Any Performance-Based RSUs that have not been earned before November 3, 2023 will terminate on such date.

4. Each unit represents a contingent right to receive one common share or an equivalent amount of cash, or a combination of the two, at the discretion of BlackBerry.

5. The RSUs will vest in four equal annual installments beginning November 3, 2020.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Scott Lesmes, Attorney-in-Fact for John Chen	03/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.