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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO, ONTARIO A6 M5J 2N7

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2008
3. Issuer Name and Ticker or Trading Symbol
LEVEL 3 COMMUNICATIONS INC [ LVLT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.01 par value (?Shares?) 139,276,421 I See Footnote(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
9% Convertible Senior Discount Notes due 2013 (?Notes?) 04/24/2004 (2) Common Stock, $0.01 par value 29,499,749 (3) I See Footnote(4)
1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO, ONTARIO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WATSA V PREM ET AL

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO, ONTARIO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
1109519 ONTARIO LTD

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO, ONTARIO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SIXTY TWO INVESTMENT CO LTD

(Last) (First) (Middle)
1600 CATHEDRAL PLACE
925 WEST GEORGIA ST.

(Street)
VANCOUVER, BRITISH COLUMBIA A1 V6C 3L3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
810679 ONTARIO LTD

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO, ONTARIO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TIG INSURANCE CO

(Last) (First) (Middle)
250 COMMERCIAL STREET
SUITE 5000

(Street)
MANCHESTER NH 03101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
UNITED STATES FIRE INSURANCE CO

(Last) (First) (Middle)
305 MADISON AVENUE

(Street)
MORRISTOWN NJ 07962

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ODYSSEY RE HOLDINGS CORP

(Last) (First) (Middle)
300 FIRST STAMFORD PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ODYSSEY AMERICA REINSURANCE CORP

(Last) (First) (Middle)
300 FIRST STAMFORD PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 47,852,200 Shares are held by Odyssey America Reinsurance Corporation, 45,035,021 Shares are held by Fairfax (Barbados) International Corp., 24,389,200 Shares are held by United States Fire Insurance Company, 6,626,500 Shares are held by Lombard General Insurance Company of Canada, 4,960,000 Shares are held by TIG Insurance Company, 4,504,000 Shares are held by Commonwealth Insurance Company, 2,510,000 Shares are held by Markel Insurance Company of Canada, 1,306,500 Shares are held by Federated Insurance Company of Canada, 1,193,000 Shares are held by Lombard Insurance Company and 900,000 Shares are held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.
2. The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on the last trading day immediately preceding October 15, 2013, the maturity date of the Notes.
3. The Notes are convertible into Shares based on a conversion price of $9.991 per Share, subject to adjustment under certain circumstances.
4. $294,732,000 aggregate principal amount of Notes is held by a trust all of the ownership interests of which are held by subsidiaries of Fairfax Financial Holdings Limited.
BY: /s/ Paul Rivett, NAME: Paul Rivett, TITLE: Vice President 11/14/2008
/s/ V. Prem Watsa 11/14/2008
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/14/2008
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/14/2008
BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/14/2008
BY: /s/ Nicholas C. Bentley, NAME: Nicholas C. Bentley, TITLE: President and Chief Executive Officer 11/14/2008
BY: /s/ Paul Bassaline, NAME: Paul Bassaline, TITLE: Vice President 11/14/2008
BY: /s/ Donald L. Smith, NAME: Donald L. Smith, TITLE: Senior Vice President 11/14/2008
BY: /s/ Donald L. Smith, NAME: Donald L. Smith, TITLE: Senior Vice President 11/14/2008
** 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.