SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH ROBERT S

(Last)

(First)

(Middle)

120 BROADWAY, 31ST FLOOR

(Street)

NEW YORK

10271

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tower Group International, Ltd. [ TWGP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock-par value at $0.01 per share	03/13/2013		D		12,341	D⁽¹⁾	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$18.45	03/13/2013		D			4,131⁽¹⁾	⁽³⁾	04/01/2016	Common Stock-par value at $0.01 per share	4,131	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$26.75	03/13/2013		D			11,615⁽¹⁾	⁽⁵⁾	03/22/2017	Common Stock-par value at $0.01 per share	11,615	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposition made in connection with the conversion of securities in the merger (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of July 30, 2012, by and among Tower Group, Inc., Canopius Holdings Bermuda Limited (renamed Tower Group International, Ltd), Canopius Mergerco, Inc. and Condor I Corporation. The effective date of the Merger is March 13, 2013. This report is being filed by the reporting person solely to report the disposition of Tower Group, Inc. securities made in connection with the Merger. The Reporting Person will file a separate Form 4 to reflect the corresponding acquisition of Tower Group International, Ltd. securities made in connection with the Merger.

2. Shares of common stock converted in connection with the Merger into 1.1330 shares of Tower Group International, Ltd. per share of Tower Group, Inc. based on the closing price of Tower Group, Inc. on the effective date of the Merger of $19.75 per share.

3. This option vested one third each on June 1, 2007, August 1, 2008 and October 1, 2009.

4. Options assumed/converted in connection with the Merger into 1.1330 ordinary shares of Tower Group International, Ltd per option to acquire one share of Tower Group, Inc. at an exercise price adjusted by the 1.1330 conversion ratio.

5. This option vested one third each on May 22, 2008, July 22, 2009 and September 22, 2010.

	/s/ Elliot S. Orol as attorney-in-fact for Robert S. Smith	03/15/2013
	** 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 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).
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