0001104659-17-009267.txt : 20170214 0001104659-17-009267.hdr.sgml : 20170214 20170214160815 ACCESSION NUMBER: 0001104659-17-009267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: 1109519 ONTARIO LTD GROUP MEMBERS: 810679 ONTARIO LTD GROUP MEMBERS: PRENSTIN HOLDINGS LTD GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78668 FILM NUMBER: 17608735 BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13G/A 1 a17-4127_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Amendment No. 12)*

 

Under the Securities Exchange Act of 1934

 

Fairfax Financial Holdings Limited

(Name of Issuer)

Subordinate Voting Shares

(Title of Class of Securities)

303 901 102

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 303 901 102

13G

 

 

 

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

Citizenship or Place of Organization
CANADIAN

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
87,183

 

6

Shared Voting Power
1,771,955

 

7

Sole Dispositive Power
87,183

 

8

Shared Dispositive Power
1,771,955

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,859,138

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
8.1%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 303 901 102

13G

 

 

 

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

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,598,620

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,598,620

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,598,620

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
7.0%

 

 

12

Type of Reporting Person
CO

 

3


 

CUSIP No. 303 901 102

13G

 

 

 

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

Citizenship or Place of Organization
BRITISH COLUMBIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,598,620

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,598,620

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,598,620

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
7.0%

 

 

12

Type of Reporting Person
CO

 

4


 

CUSIP No. 303 901 102

13G

 

 

 

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

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
139,835

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
139,835

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
139,835

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
0.6%

 

 

12

Type of Reporting Person
CO

 

5


 

CUSIP No. 303 901 102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
PRENSTIN HOLDINGS LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
33,500

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
33,500

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
33,500

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
CO

 

6


 

Item 1(a).

Name of Issuer:
Fairfax Financial Holdings Limited (“Fairfax”)

Item 1 (b).

Address of Issuer’s Principal Executive Offices:
95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7

 

Item 2 (a).

Name of Person Filing:
This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.                                      V. Prem Watsa, an individual;

 

2.                                      1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario;

 

3.                                      The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

4.                                      810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario; and

 

5.                                      Prenstin Holdings Limited (“Prenstin”), a corporation incorporated under the laws of Ontario.

Item 2 (b).

Address of Principal Business Office:
The addresses of the Reporting Persons are as follows:

 

1.                                      Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

2.                                      The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

3.                                      The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;

 

4.                                      The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; and

 

5.                                      The principal business address and principal office address of Prenstin is 79 Wellington Street West, #3000, Toronto, Ontario, Canada, M5K 1N2.

Item 2 (c).

Citizenship:
V. Prem Watsa is a citizen of Canada.

Item 2 (d).

Title of Class of Securities:
Subordinate Voting Shares

Item 2 (e).

CUSIP Number:
303 901 102

 

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

An Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-US institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

7


 

Item 4

Ownership.

The aggregate number and percentage of the Subordinate Voting Shares of Fairfax (“Subordinate Voting Shares”) that are beneficially owned by each of the Reporting Persons, assuming full conversion of all of the convertible securities held by such Reporting Person, is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

 

The number of Subordinate Voting Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power, assuming full conversion of all of the convertible securities held by such Reporting Person, is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

 

Sixty Two, which is controlled by 1109519, owns 50,620 Subordinate Voting Shares and 1,548,000 Multiple Voting Shares of Fairfax (which are convertible at any time into Subordinate Voting Shares on the basis of one Subordinate Voting Share for each Multiple Voting Share being converted). 810679 owns 139,835 Subordinate Voting Shares. Prenstin owns 33,500 Subordinate Voting Shares. V. Prem Watsa controls 1109519, Sixty Two, 810679 and Prenstin and himself beneficially owns an additional 85,083 Subordinate Voting Shares and exercises control or direction over an additional 2,100 Subordinate Voting Shares.

 

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679 or Prenstin that such person is the beneficial owner of the Subordinate Voting Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

Item 5

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

V. Prem Watsa exercises control or direction over 2,100 Subordinate Voting Shares held by certain members of his family. Such family members have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Subordinate Voting Shares.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

See attached Exhibit No. 1.

 

Item 9

Notice of Dissolution of Group.

Not applicable.

 

8


 

Item 10

Certification.

Not applicable.

 

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 14, 2017

V. Prem Watsa

 

 

/s/ V. Prem Watsa

 

9


 

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 14, 2017

1109519 Ontario Limited

 

 

By:

/s/ V. Prem Watsa

Name: V. Prem Watsa

Title: President

 

10


 

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 14, 2017

The Sixty Two Investment Company Limited

 

 

By:

/s/ V. Prem Watsa

Name: V. Prem Watsa

Title: President

 

11


 

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 14, 2017

810679 Ontario Limited

 

 

By:

/s/ V. Prem Watsa

Name: V. Prem Watsa

Title: President

 

12


 

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 14, 2017

Prenstin Holdings Limited

 

 

By:

/s/ V. Prem Watsa

Name: V. Prem Watsa

Title: President and Secretary

 

13


 

Exhibit Index

 

Exhibit No.

Description

1

Members of filing group

2

Joint Filing Agreement dated as of February 14, 2017 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited and Prenstin Holdings Limited

 

14

 EX-1 2 a17-4127_1ex1.htm EX-1

EXHIBIT 1

 

MEMBERS OF FILING GROUP

 

V. Prem Watsa

1109519 Ontario Limited

The Sixty Two Investment Company Limited

810679 Ontario Limited

Prenstin Holdings Limited

 

 EX-2 3 a17-4127_1ex2.htm EX-2

EXHIBIT 2

 

CUSIP No. 303 901 102

 

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G

 

The undersigned agree as follows:

 

(i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

 

Dated: February 14, 2017

 


 

 

V. PREM WATSA

 

 

 

 

 

/s/ V. Prem Watsa

 

 

 

 

 

1109519 ONTARIO LIMITED

 

 

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

 

 

 

 

THE SIXTY TWO INVESTMENT COMPANY LIMITED

 

 

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

 

 

 

 

810679 ONTARIO LIMITED

 

 

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

 

 

 

 

PRENSTIN HOLDINGS LIMITED

 

 

 

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President and Secretary