BLACKBERRY Ltd - Major Shareholding Notification 2016

SC 13D/A 1 a16-18021_1sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 8)*

BlackBerry Limited

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09228F103

(CUSIP Number)

Paul Rivett

President

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, Canada, M5J 2N7

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- With a copy to -

Jason R. Lehner

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

September 7, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .

The information required on 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 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	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADIAN
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 96,724,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 96,724,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 16.9%
14	Type of Reporting Person IN

SEQ.=1,FOLIO='2',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 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	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 96,724,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 96,724,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 16.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='3',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 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	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization BRITISH COLUMBIA, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 96,724,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 96,724,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 16.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='4',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 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	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 96,724,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 96,724,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 16.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='5',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 96,724,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 96,724,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 16.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='6',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL GROUP LTD.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 84,812,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 84,812,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 84,812,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 14.8%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='7',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ADVENT CAPITAL (HOLDINGS) LTD.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 2,660,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 2,660,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.5%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='8',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ADVENT CAPITAL (NO. 3) LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 2,660,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 2,660,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.5%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='9',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC REINSURANCE LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization BARBADOS
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 3,594,100
	9	Sole Dispositive Power
	10	Shared Dispositive Power 3,594,100
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,594,100
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='10',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (US) INC.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 60,119,300
	9	Sole Dispositive Power
	10	Shared Dispositive Power 60,119,300
11	Aggregate Amount Beneficially Owned by Each Reporting Person 60,119,300
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 10.5%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='11',FILE='C:\JMS\109431\16-18021-1\task8092749\18021-1-ba.htm',USER='109431',CD='Sep 7 23:01 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CLEARWATER INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 4,513,649
	9	Sole Dispositive Power
	10	Shared Dispositive Power 4,513,649
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,513,649
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.8%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='12',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH NATIONAL INSURANCE CORP.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 4,597,500
	9	Sole Dispositive Power
	10	Shared Dispositive Power 4,597,500
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,500
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.8%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='13',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 4,597,500
	9	Sole Dispositive Power
	10	Shared Dispositive Power 4,597,500
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,500
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.8%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='14',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) TIG HOLDINGS, INC.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 7,373,500
	9	Sole Dispositive Power
	10	Shared Dispositive Power 7,373,500
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,373,500
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='15',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) TIG INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 7,373,500
	9	Sole Dispositive Power
	10	Shared Dispositive Power 7,373,500
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,373,500
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='16',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY US HOLDINGS INC.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 32,771,400
	9	Sole Dispositive Power
	10	Shared Dispositive Power 32,771,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 32,771,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 5.7%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='17',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY RE HOLDINGS CORP.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 32,771,400
	9	Sole Dispositive Power
	10	Shared Dispositive Power 32,771,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 32,771,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 5.7%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='18',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY REINSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 17,936,644
	9	Sole Dispositive Power
	10	Shared Dispositive Power 17,936,644
11	Aggregate Amount Beneficially Owned by Each Reporting Person 17,936,644
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 3.1%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='19',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) HUDSON INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,684,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,684,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,684,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='20',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE HOLDINGS UK LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,554,457
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,554,457
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,457
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='21',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bc.htm',USER='105924',CD='Sep 7 22:29 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE INSURANCE COMPANY LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 102,880
	9	Sole Dispositive Power
	10	Shared Dispositive Power 102,880
11	Aggregate Amount Beneficially Owned by Each Reporting Person 102,880
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='22',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE CORPORATE NAME LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,451,577
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,451,577
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,451,577
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='23',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CLEARWATER SELECT INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,000,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,000,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.2%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='24',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 10,863,251
	9	Sole Dispositive Power
	10	Shared Dispositive Power 10,863,251
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,863,251
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='25',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 10,863,251
	9	Sole Dispositive Power
	10	Shared Dispositive Power 10,863,251
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,863,251
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.9%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='26',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE NORTH RIVER INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 3,950,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 3,950,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,950,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.7%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='27',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE HOLDINGS LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 2,000,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 2,000,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='28',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 2,000,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 2,000,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='29',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE FINANCIAL CORPORATION
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 15,480,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 15,480,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,480,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 2.7%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='30',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FEDERATED INSURANCE COMPANY OF CANADA
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,911,800
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,911,800
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,911,800
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='31',FILE='C:\JMS\105933\16-18021-1\task8094195\18021-1-be.htm',USER='105933',CD='Sep 8 23:53 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,509,800
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,509,800
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,509,800
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='32',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE GENERAL INSURANCE CORPORATION
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 12,058,400
	9	Sole Dispositive Power
	10	Shared Dispositive Power 12,058,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,058,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 2.1%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='33',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE PERSONAL INSURANCE CORPORATION
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,205,600
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,205,600
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,600
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.2%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='34',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH INSURANCE COMPANY
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 297,700
	9	Sole Dispositive Power
	10	Shared Dispositive Power 297,700
11	Aggregate Amount Beneficially Owned by Each Reporting Person 297,700
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.1%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='35',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 7,213,400
	9	Sole Dispositive Power
	10	Shared Dispositive Power 7,213,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,213,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='36',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT INSURANCE HOLDINGS LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 7,213,400
	9	Sole Dispositive Power
	10	Shared Dispositive Power 7,213,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,213,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 1.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='37',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT UW LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 3,469,267
	9	Sole Dispositive Power
	10	Shared Dispositive Power 3,469,267
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,469,267
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='38',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT INSURANCE (GIBRALTAR) PCC LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization GIBRALTAR
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,786,000
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,786,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,786,000
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='39',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

CUSIP No. 09228F103 — 1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT SYNDICATES LIMITED
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power
	8	Shared Voting Power 1,958,133
	9	Sole Dispositive Power
	10	Shared Dispositive Power 1,958,133
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,958,133
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 0.3%
14	Type of Reporting Person CO

SEQ.=1,FOLIO='40',FILE='C:\JMS\105924\16-18021-1\task8092775\18021-1-bg.htm',USER='105924',CD='Sep 7 22:44 2016'

Explanatory note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 8 to Schedule 13D (this Amendment No. 8) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on July 23, 2012 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, United States Fire Insurance Company, TIG Insurance Company, General Fidelity Insurance Company, Northbridge Commercial Insurance Corporation (formerly Markel Insurance Company of Canada), Odyssey Reinsurance Company, Zenith Insurance Company, Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada), Federated Insurance Company of Canada, Northbridge Indemnity Insurance Corporation (formerly Commonwealth Insurance Company), Northbridge Personal Insurance Corporation (formerly Lombard Insurance Company), Clearwater Insurance Company, Zenith Insurance Company and Advent Underwriting Limited, as amended by Amendment No. 1 to Schedule 13D on September 23, 2013, Amendment No. 2 on November 7, 2013, Amendment No. 3 on November 8, 2013, Amendment No. 4 on November 15, 2013, Amendment No. 5 on January 10, 2014, Amendment No. 6 on January 17, 2014 and Amendment No. 7 on February 24, 2014 (as amended, the Original Schedule 13D, and, together with Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8, the Schedule 13D).

SEQ.=1,FOLIO='41',FILE='C:\JMS\107897\16-18021-1\task8094456\18021-1-bi.htm',USER='107897',CD='Sep 9 03:27 2016'

The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made:

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

This statement is being jointly filed by the following persons (collectively, the Reporting Persons):

V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
1109519 Ontario Limited (1109519), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. 1109519 is an

SEQ.=1,FOLIO='42',FILE='C:\JMS\107897\16-18021-1\task8094456\18021-1-bi.htm',USER='107897',CD='Sep 9 03:27 2016'

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

The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. Sixty Two is an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;
810679 Ontario Limited (810679), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. 810679 is an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
Fairfax Financial Holdings Limited (Fairfax, together with its subsidiaries, the Fairfax Group of Companies), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
FFHL Group Ltd. (FFHL), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. FFHL is a holding company. The principal business and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
Advent Capital (Holdings) LTD. (Advent), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. Advent is a holding company. The principal business and principal office address of Advent is No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom;
Advent Capital (No. 3) Limited (Advent No. 3), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. Advent No. 3 is a corporate member of Lloyds of London. The principal business and principal office address of Advent No. 3 is No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom;
CRC Reinsurance Limited (CRC), a corporation established under the laws of the Barbados, is a wholly-owned subsidiary of Fairfax. The principal business of CRC is reinsurance. The principal business address and principal office address of CRC is #12 Pine Commercial, The Pine, St Michael, Barbados, West Indies, BB11103;
Fairfax (US) Inc. (Fairfax US), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Fairfax US is a holding company. The principal business and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

SEQ.=1,FOLIO='43',FILE='C:\JMS\107897\16-18021-1\task8094456\18021-1-bi.htm',USER='107897',CD='Sep 9 03:27 2016'

Clearwater Insurance Company (Clearwater), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater is reinsurance. The principal business and principal office address of Clearwater is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
Zenith National Insurance Corp. (ZNIC), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. ZNIC is a holding company. The principal business and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;
Zenith Insurance Company (Zenith), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is workers compensation insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
TIG Holdings, Inc. (TIGH), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. TIGH is a holding company. The principal business and principal office address of TIGH is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
TIG Insurance Company (TIG), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property and casualty insurance. The principal business and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
Odyssey US Holdings Inc. (Odyssey), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Odyssey is a holding company. The principal business and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902;
Odyssey Re Holdings Corp. (Odyssey Re), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Odyssey Re is a holding company. The principal business and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;
Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;

SEQ.=1,FOLIO='44',FILE='C:\JMS\107897\16-18021-1\task8094456\18021-1-bi.htm',USER='107897',CD='Sep 9 03:27 2016'

Hudson Insurance Company (Hudson), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Hudson is property and casualty insurance. The principal business and principal office address of Hudson is 100 William St., New York, New York 10038;
Newline Holdings UK Limited (Newline UK), a company incorporated under the laws of the England and Wales, is a wholly-owned subsidiary of Fairfax. Newline UK is a holding company. The principal business address and principal office address of Newline UK is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
Newline Insurance Company Limited (Newline Insurance), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of Newline Insurance is property and casualty insurance. The principal business address and principal office address of Newline Insurance is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
Newline Corporate Name Limited (Newline), a company incorporated under the laws of the England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of Newline is property and casualty insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
Clearwater Select Insurance Company (Clearwater Select), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater Select is reinsurance. The principal business address and principal office address of Clearwater Select is 300 First Stamford Place, Stamford, Connecticut 06902;
Crum & Forster Holdings Corp. (Crum & Forster), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Crum & Forster is a holding company. The principal business and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;
United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property and casualty insurance. The principal business and principal office address of US Fire is 305 Madison Avenue, Morristown, New Jersey 07962;
The North River Insurance Company (North River), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is property and casualty insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey 07962;
RiverStone Holdings Limited (RiverStone Holdings), a company incorporated under the laws of England and Wales, is a wholly-owned

SEQ.=1,FOLIO='45',FILE='C:\JMS\107897\16-18021-1\task8094456\18021-1-bi.htm',USER='107897',CD='Sep 9 03:27 2016'

subsidiary of Fairfax. RiverStone Holdings is a holding company. The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, BN1 6AU, United Kingdom;

RiverStone Insurance Limited (RiverStone), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of RiverStone is property, casualty and energy insurance. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, BN1 6AU, United Kingdom;
Northbridge Financial Corporation (NFC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. NFC is a holding company. The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9;
Federated Insurance Company of Canada (Federated), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Federated is property and casualty insurance. The principal business address and principal office address of Federated is 255 Commerce Dr., P.O. Box 5800, Winnipeg, Manitoba, Canada, R3C 3C9;
Northbridge Commercial Insurance Corporation (NCIC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NCIC is property and casualty insurance. The principal business address and principal office address of NCIC is 105 Adelaide Street West, 7 th Floor, Toronto, Ontario, Canada, M5H 1P9;
Northbridge General Insurance Corporation (NGIC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NGIC is property and casualty

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insurance. The principal business address and principal office address of NGIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;

Northbridge Personal Insurance Corporation (NPIC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NPIC is property and casualty insurance. The principal business address and principal office address of NPIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
Zenith Insurance Company (Zenith Canada), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith Canada is property and casualty insurance. The principal business address and principal office address of Zenith Canada is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
Brit Limited (Brit), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Limited is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;
Brit Insurance Holdings Limited (Brit Holdings), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Holdings is a holding company. The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;
Brit UW Limited (Brit UW), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business of Brit UW is insurance. The principal business address and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;
Brit Insurance (Gibraltar) PCC Limited (Brit Gibraltar), a corporation incorporated under the laws of Gibraltar, is a subsidiary of Fairfax. The principal business of Brit Gibraltar is reinsurance. The principal business address and principal office address of Brit Gibraltar is Suite 3C, Eurolife Building, 1 Corral Road, Gibraltar; and
Brit Syndicates Limited (Brit Syndicates), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business of Brit Syndicates is insurance. The principal business address and principal office address of Brit Syndicates is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom.

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Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, Advent, Advent No. 3, CRC, Fairfax US, Clearwater, ZNIC, Zenith, TIGH, TIG, Odyssey, Odyssey Re, Odyssey Reinsurance, Hudson, Newline UK, Newline Insurance, Newline, Clearwater Select, Crum & Forster, US Fire, North River, RiverStone Holdings, RiverStone, NFC, Federated, NCIC, NGIC, NPIC, Zenith Canada, Brit, Brit Holdings, Brit UW, Brit Gibraltar or Brit Syndicates that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed.

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ, KK or LL, as the case may be, and such Annexes are incorporated herein by reference.

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Persons knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The source of funds for the purchase of the Shares beneficially owned by the Reporting Persons (assuming conversion of the 3.75% Debentures in accordance with their terms) was cash on hand from existing investment portfolios, including the proceeds from the redemption of the 6% Debentures described in Item 4 below.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following text immediately prior to the last paragraph of Item 4 and by deleting in its entirety such last paragraph of Item 4:

On August 26, 2016, BlackBerry entered into an agreement (the Subscription Agreement) pursuant to which (a) Fairfax and other institutional investors (collectively, the Purchasers) will invest in BlackBerry through a U.S.$605,000,000 private placement of 3.75% unsecured convertible debentures (the 3.75% Debentures) convertible into Shares of BlackBerry at a price of U.S.$10.00 per Share and (b) the outstanding 6.00% unsecured subordinated convertible debentures of BlackBerry issued on November 13, 2013 and January 16, 2014 on a private placement basis for an aggregate subscription price of U.S.$1,000,000,000 and U.S.$250,000,000, respectively (collectively, the 6% Debentures) were redeemed (collectively, the Transaction). The 3.75% Debentures will be due on November 13, 2020. The other terms of the 3.75% Debentures are substantially identical to those of the 6% Debentures, except that the 3.75% Debentures will not be redeemable prior to maturity.

Pursuant to the Subscription Agreement, Fairfax agreed to acquire U.S.$500 million principal amount of the 3.75% Debentures and completed such acquisition on September 7, 2016. The 6% Debentures were amended by BlackBerry to permit optional redemption prior to November 13, 2016 and were redeemed on September 2, 2016, at a redemption price of 106.7213% of the outstanding principal amount of the 6% Debentures. The purpose of the Transaction is to significantly reduce BlackBerrys interest expense and potential future dilution of its shareholders.

The closing of the Transaction was subject to customary conditions, including redemption of all of the 6% Debentures concurrently with the issuance and purchase of the 3.75% Debentures and termination of the indenture in respect thereof, approval of the issuance of the 3.75% Debentures and the listing of the underlying Shares by the Toronto Stock Exchange and approval of the listing of the underlying Shares by the NASDAQ Global Select Market, in each case without the requirement to seek the approval of BlackBerrys shareholders.

The forgoing description of the Subscription Agreement does not comport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, which is filed herewith as Exhibit 9 and incorporated herein by reference.

Subject to the contractual limitations described in this Item 4 above, one or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may, depending upon price, market conditions, availability of funds, evaluation of alternative investments, the financial exposure of the Fairfax Group of Companies to BlackBerry and other factors, determine to purchase additional Shares, debentures or other securities of BlackBerry, or sell Shares, debentures or other securities of BlackBerry, in the open market or otherwise.

Item 5. Interest in the Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 572,819,126 Shares issued and outstanding as of August 31, 2016 (assuming conversion of all of the 3.75% Debentures into Shares).

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(b) The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ KK or LL, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 1,880,000 Shares, certain pension plans of certain subsidiaries of Fairfax.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 4 is hereby incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibit to the end thereof:

Ex. 8: Joint filing agreement dated as of September 9, 2016 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Advent Capital (Holdings) LTD., Advent Capital (No. 3) Limited, CRC Reinsurance Limited, Fairfax (US) Inc., Clearwater Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, TIG Holdings, Inc., TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Hudson Insurance Company, Newline Holdings UK Limited, Newline Insurance Company Limited, Newline Corporate Name Limited, Clearwater Select Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, RiverStone Holdings Limited, RiverStone Insurance Limited, Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge Commercial Insurance Corporation, Northbridge General Insurance Corporation, Northbridge Personal Insurance Corporation, Zenith Insurance Company, a Canadian entity, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited, Brit Insurance (Gibraltar) PCC Limited and Brit Syndicates Limited.

Ex. 9: Subscription Agreement dated August 26, 2016 among BlackBerry Limited, Fairfax Financial Holdings Limited and the other purchasers named therein (filed herewith).

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SIGNATURE