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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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ODYSSEY RE HOLDINGS CORP [ ORH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Stock, $.01 Par Value 01/14/2004 J(1) 800,000 A $22.28 800,000 I Held by United States Fire Insurance Company
Common Stock, $.01 Par Value 01/14/2004 J(1) 800,000 D $22.28 7,822,000 I Held by TIG Insurance Company
Common Stock, $.01 Par Value 4,300,000 I Held by Fairfax Financial (US) LLC
Common Stock, $.01 Par Value 33,200,000 I Held by TIG Insurance Group
Common Stock, $.01 Par Value 6,178,000 I Held by ORH Holdings Inc.
Common Stock, $.01 Par Value 64,400 I Held by Fairfax Inc.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7

(Street)

(City) (State) (Zip)

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

(Last) (First) (Middle)
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7

(Street)

(City) (State) (Zip)

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

(Last) (First) (Middle)
1600 Cathedral Place, 925 W. Georgia St.
Vancouver BC, Canada V6C 3L3

(Street)

(City) (State) (Zip)

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

(Last) (First) (Middle)
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7

(Street)

(City) (State) (Zip)

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

(Last) (First) (Middle)
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7

(Street)

(City) (State) (Zip)

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

(Last) (First) (Middle)
305 Madison Avenue

(Street)
Morristown NJ 06962

(City) (State) (Zip)

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

(Last) (First) (Middle)
5205 North O'Connor Blvd.

(Street)
Irving TX 75039

(City) (State) (Zip)

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

(Last) (First) (Middle)
5205 North O'Connor Blvd.

(Street)
Irving TX 75039

(City) (State) (Zip)

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

(Last) (First) (Middle)
5205 North O'Connor Blvd.

(Street)
Irving TX 75039

(City) (State) (Zip)

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

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

(Street)
MORRISTOWN NJ 06962

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. TIG Insurance Company transferred 800,000 shares of common stock of Odyssey Re Holdings Corp. to United States Fire Insurance Company at a price of $22.28 per share.
/s/ Eric P. Salsberg (Vice President, Corporate Affairs) 01/14/2004
/s/ V. Prem Watsa 01/14/2004
/s/ V. Prem Watsa (President) 01/14/2004
/s/ V. Prem Watsa (President) 01/14/2004
/s/ Eric P. Salsberg (Vice President) 01/14/2004
/s/ Eric P. Salsberg (Vice President) 01/14/2004
/s/ Eric P. Salsberg (Vice President) 01/14/2004
/s/ Scott Donovan (President) 01/14/2004
/s/ Scott Donovan (President) 01/14/2004
/s/ Mary Jane Robertson (Senior Executive Vice President, Chief Financial Officer and Treasurer) 01/14/2004
** 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.
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