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) 11/13/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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% Unsecured Convertible Debentures | (1) | 11/13/2023 | D(1) | 1 | (1) | (1) | Common Shares | 55,000,000(1) | $330,000 | 0 | I | See Footnote(3) | |||
| 1.75% Extendable Convertible Unsecured Debentures(2) | (2) | 11/13/2023 | A(2) | 1 | (2) | (2) | Common Shares | 25,000,000(2) | $150,000(2) | 1 | I | See Footnote(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. The 1.75% unsecured convertible debentures (the "Old 1.75% Debentures") were repaid upon maturity by BlackBerry Limited ("BlackBerry"). The Old 1.75% Debentures had a maturity date of November 13, 2023 and were convertible at any time into common shares of BlackBerry at an initial conversion price of $6.00 per common share. None of the Old 1.75% Debentures were converted into common shares of BlackBerry prior to repayment. |
| 2. The 1.75% extendable convertible unsecured debentures (the "New 1.75% Debentures") have a stated maturity of February 15, 2024, with an option to extend to May 15, 2024 if mutually agreed between the parties, and are not redeemable by BlackBerry prior to maturity. The New 1.75% Debentures are convertible at any time into common shares of BlackBerry at an initial conversion price of $6.00 per common share, subject to adjustments in accordance with the terms of such New 1.75% Debentures. |
| 3. These securities are held by controlled subsidiaries of Fairfax Financial Holdings Limited. Mr. Watsa is the CEO and controlling person of Fairfax Financial Holdings Limited through the other Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (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 any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| /s/ V. Prem Watsa | 11/15/2023 | |
| /s/ Peter Clarke, President and COO, on behalf of Fairfax Financial Holdings Ltd. | 11/15/2023 | |
| /s/ V. Prem Watsa, President, on behalf of The Second 1109 Holdco Ltd. | 11/15/2023 | |
| /s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited | 11/15/2023 | |
| /s/ V. Prem Watsa, President, on behalf of FFHL Group Ltd | 11/15/2023 | |
| ** 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. | ||