UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G
(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No.12)*

 

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G9618E 10 7

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John J. Byrne

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
709,880**

 

6.

Shared Voting Power 
81,471**

 

7.

Sole Dispositive Power 
709,880**

 

8.

Shared Dispositive Power
81,471**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
791,351**

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%**

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


**  For additional information, see Schedule A hereto.

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Item 1.

 

(a)

Name of Issuer
White Mountains Insurance Group, Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
Harborside Financial Center, Plaza 5, Suite 1720
Jersey City, New Jersey 07311

 

Item 2.

 

(a)

Name of Person Filing
John J. Byrne

 

(b)

Address of Principal Business Office or, if none, Residence
80 South Main Street
Hanover, New Hampshire 03755

 

(c)

Citizenship
United States

 

(d)

Title of Class of Securities
Common Shares

 

(e)

CUSIP Number
G9618E 10 7

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not applicable.

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Schedule A hereto.

 

(b)

Percent of class:   

See Schedule A hereto.

 

(c)

Number of shares as to which the person has:

See Schedule A hereto.

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

4



Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 2, 2006

 

Date

 


/s/ John J. Byrne

 

Signature

 


John J. Byrne

 

Name/Title

 

5



 

Schedule A

 

BENEFICIAL OWNERSHIP OF COMMON SHARES

 

The 7.3% of the common shares of White Mountains Insurance Group, Ltd. (the “Company”) shown in the foregoing Schedule 13G as beneficially owned by John J. Byrne (“Mr. Byrne”) was calculated using 10,779,223 common shares of the Company outstanding on December 31, 2005 as shown in the official records of the Company.

 

The 791,351 common shares of the Company shown in the foregoing Schedule 13G as beneficially owned by Mr. Byrne represent (a) 709,880 shares held directly by Mr. Byrne; (b) 65,980 shares held by a trust and foundations as to which Mr. Byrne and/or Mrs. Byrne have voting and dispositive power; and (c) 15,491 shares held by Memorial Sloan-Kettering Cancer Center (“MSK”) pursuant to a letter agreement between MSK and Mr. and Mrs. Byrne dated December 30, 1992, as to which Mrs. Byrne shares voting and dispositive power.

 


*              Mr. Byrne disclaims beneficial ownership of the shares listed in (b) and (c) above.

 

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