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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLACKBERRY Ltd [ BB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 02/15/2024 | M(1) | 296,571 | A | (2) | 296,571 | D(3) | |||
Common Shares | 129,000 | I | See Footnote(3)(4) | |||||||
Common Shares | 46,724,700 | I | See Footnote(3)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1.75% Extendable Convertible Unsecured Debentures | (6) | 02/15/2024 | D | 1 | (6) | (6) | Common Shares | 25,000,000 | $150,000,000(6) | 0 | I | See Footnote(3)(5) | |||
Deferred Share Units | (2) | 02/15/2024 | A | 14,874 | (2) | (2) | Common Shares | 14,874 | (2) | 296,571 | D(3) | ||||
Deferred Share Units | (2) | 02/15/2024 | M(1) | 296,571 | (2) | (2) | Common Shares | 296,571 | (2) | 0 | D(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. In connection with the cessation of the Reporting Person's service as a director of the Issuer, the Reporting Person received Common Shares in settlement of outstanding Deferred Share Units ("DSUs"). |
2. The DSUs are held directly and solely by Mr. Watsa and were received in connection with service as a director of the Issuer. Each DSU is the economic equivalent of one common share. |
3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that other Reporting Persons are beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act. |
4. These securities are held by The Second 810 Holdco Ltd ("810 Holdco"). Mr. Watsa is the controlling person of 810 Holdco. |
5. These securities are held by wholly-owned subsidiaries of Fairfax Financial Holdings Limited. Mr. Watsa is the CEO and controlling person of Fairfax Financial Holdings Limited through the other Reporting Persons. |
6. The 1.75% extendable convertible unsecured debentures (the "Debentures") were repaid at par upon maturity by the Issuer. The Debentures had a maturity date of February 15, 2024 and were convertible at any time into common shares of the Issuer at an initial conversion price of $6.00 per common share (for a total value of $150,000,000, which was inadvertently stated as $150,000 in the Form 4 filed on November 15, 2023 (as was the $330,000 stated in the same Form 4, which should have read $330,000,000), both of which amounts are deemed amended by the filing of this Form 4), subject to adjustments in accordance with the terms of such Debentures. None of the Debentures were converted into common shares of the Issuer prior to repayment. |
/s/ V. Prem Watsa | 02/20/2024 | |
/s/ Peter Clarke, President and COO, on behalf of Fairfax Financial Holdings Ltd. | 02/20/2024 | |
/s/ V. Prem Watsa, President, on behalf of The Second 1109 Holdco Ltd. | 02/20/2024 | |
/s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited | 02/20/2024 | |
/s/ V. Prem Watsa, President, on behalf of FFHL Group Ltd | 02/20/2024 | |
** 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). | ||
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. |