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^*

Smith Courtney C

(Last)

(First)

(Middle)

120 BROADWAY, 31ST FLOOR

(Street)

NEW YORK

10271

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2009

3. Issuer Name and Ticker or Trading Symbol
Tower Group, Inc. [ TWGP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP of SUA Insurance Company

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 Stock-par value @ $0.01 per share	9,225	D

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)
Employee Stock Option (Right to buy)	⁽¹⁾	11/17/2014	Common Stock	53,200	$33.93	D
Deferred Stock Award	⁽²⁾	⁽²⁾	Common Stock	8,400	$0	D
Deferred Award	⁽³⁾	⁽³⁾	Common Stock	13,440	$0	D

Explanation of Responses:

1. The options were converted from options to purchase shares of common stock of Specialty Underwriters Alliance, Inc. ("SUA") into options to purchase shares of Tower Group, Inc. common stock in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, executed on July 22, 2009 and effective as of June 21, 2009, among Tower Group, Inc., Tower S.F. Merger Corporation and Specialty Underwriters' Alliance, Inc. (the "Merger Agreement"). The options are fully vested.

2. The deferred stock award was converted from a deferred stock award settleable in shares of common stock of SUA into a deferred stock award settleable in shares of Tower Group, Inc. in accordance with the terms of the Merger Agreement. 20% of the deferred stock award is currently vested. The remaining 80% will vest in four approximately equal installments on each of April 4, 2010, 2011, 2012 and 2013, the second through fifth anniversaries of the initial grant date of the SUA deferred stock award.

3. The deferred stock award was converted from a deferred stock award settleable in shares of common stock of SUA into a deferred stock award settleable in shares of Tower Group, Inc. in accordance with the terms of the Merger Agreement. The deferred stock award vests in four approximately equal installments on each of January 14, 2010, 2011, 2012 and 2013, the first four anniversaries of the initial grant date of the SUA deferred stock award.

	/s/ Courtney C. Smith	11/19/2009
	** 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).
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