Please wait

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 12/23/2005
	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	12/23/2005		J(1)		7,744,125	D	$25.54(2)	55,464,400(3)	I	See footnote(3)
Common Stock, $.01 Par Value	12/23/2005		J(1)		7,744,125	A	$25.54(2)	55,464,400(3)	I	See footnote(3)

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* 1109519 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* SIXTY TWO INVESTMENT CO LTD (Last) (First) (Middle) 1600 CATHEDRAL PLACE 925 W GEORGIA ST. VANCOUVER, BRITISH COLUMBIA, CANADA (Street) V6C 3L3 (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) 300 FIRST STAMFORD PLACE (Street) STAMFORD CT 06902 (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* WATSA V PREM ET AL (Last) (First) (Middle) 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONTARIO, CANADA (Street) M5J 2N7 (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 board of directors

Explanation of Responses:

1. The shares of ORH Common Stock ("Common Stock") were transferred by TIG Insurance Company, a wholly-owned subsidiary of Fairfax Financial Holdings Limited ("Fairfax"), to TIG Insurance Group, Inc., another wholly-owned subsidiary of Fairfax, in exchange for all of the issued and outstanding shares of common stock of Fairmont Specialty Group, Inc., another wholly-owned subsidiary of Fairfax.

2. The number of shares of Common Stock transferred in exchange for all of the issued and outstanding shares of common stock of Fairmont Specialty Group, Inc. was determined based on an assumed market price per share of Common Stock of $25.54, the closing price of the Common Stock on the New York Stock Exchange on September 30, 2005.

3. The shares of Common Stock are held through wholly-owned subsidiaries of Fairfax, including 36,116,492 shares held by TIG Insurance Group, Inc. and 4,916,841 shares held by TIG Insurance Company.

	/s/ Paul Rivett, Vice President	12/27/2005
	/s/ V. Prem Watsa, President	12/27/2005
	/s/ V. Prem Watsa, President	12/27/2005
	/s/ V. Prem Watsa, President	12/27/2005
	/s/ Eric P. Salsberg, President	12/27/2005
	/s/ Eric P. Salsberg, President	12/27/2005
	/s/ Michael J. Sluka, SVP, CFO and Treasurer	12/27/2005
	/s/ Michael J. Sluka, SVP, CFO and Treasurer	12/27/2005
	/s/ Michael J. Sluka, SVP, CFO and Treasurer	12/27/2005
	/s/ V. Prem Watsa, Chairman of the Board of Directors	12/27/2005
	** 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.