SC 13D/A 1 tm2125770d4_sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

BlackBerry Limited

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

09228F103

(CUSIP Number)

Peter Clarke

Vice President and Chief Operating Officer

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, Canada, M5J 2N7

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- With a copy to -

Jason R. Lehner

Sean J. Skiffington

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

August 23, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

The information required on 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).

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. Prem Watsa

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canadian

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,853,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,853,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,853,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person IN

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 810 Holdco Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,853,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,853,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,853,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 1109 Holdco Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Sixty Two Investment Company Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization British Columbia

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 12002574 Canada Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax Financial Holdings Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 101,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 101,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL Group Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 82,885,768

			9		Sole Dispositive Power

			10		Shared Dispositive Power 82,885,768

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 82,885,768

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 13.3%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax (US) Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 63,089,945

			9		Sole Dispositive Power

			10		Shared Dispositive Power 63,089,945

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 63,089,945

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 10.2%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Resolution Group Reinsurance (Barbados) Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Barbados

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 4,868,323

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,868,323

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,868,323

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey US Holdings Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 42,418,165

			9		Sole Dispositive Power

			10		Shared Dispositive Power 42,418,165

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,418,165

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Group Holdings, Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 42,418,165

			9		Sole Dispositive Power

			10		Shared Dispositive Power 42,418,165

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,418,165

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Reinsurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 27,507,445

			9		Sole Dispositive Power

			10		Shared Dispositive Power 27,507,445

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 27,507,445

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Hudson Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 1,852,400

			9		Sole Dispositive Power

			10		Shared Dispositive Power 1,852,400

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,852,400

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.3%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Greystone Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 8,350,991

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,350,991

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,350,991

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.3%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Crum & Forster Holdings Corp.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 15,511,793

			9		Sole Dispositive Power

			10		Shared Dispositive Power 15,511,793

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,511,793

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 2.5%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) United States Fire Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 15,511,793

			9		Sole Dispositive Power

			10		Shared Dispositive Power 15,511,793

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,511,793

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 2.5%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The North River Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization New Jersey

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 4,345,000

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,345,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,345,000

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.7%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Connemara Reinsurance Company Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Barbados

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 160,050

			9		Sole Dispositive Power

			10		Shared Dispositive Power 160,050

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 160,050

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Northbridge Financial Corporation

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 13,422,500

			9		Sole Dispositive Power

			10		Shared Dispositive Power 13,422,500

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,422,500

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 2.2%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Federated Insurance Company of Canada

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 2,051,800

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,051,800

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,051,800

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.3%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Northbridge General Insurance Corporation

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 10,347,100

			9		Sole Dispositive Power

			10		Shared Dispositive Power 10,347,100

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,347,100

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.7%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Verassure Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 1,205,600

			9		Sole Dispositive Power

			10		Shared Dispositive Power 1,205,600

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,600

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 297,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 297,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 297,700

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC Reinsurance Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Barbados

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 812,453

			9		Sole Dispositive Power

			10		Shared Dispositive Power 812,453

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 812,453

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.1%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. Unlimited Liability Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization British Columbia

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 8,988,635

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,988,635

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 8,988,635

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,988,635

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings I, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 8,988,635

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,988,635

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 8,988,635

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,988,635

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (Ireland) Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 5,227,768

			9		Sole Dispositive Power

			10		Shared Dispositive Power 5,227,768

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (U.S.) Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 5,227,768

		9		Sole Dispositive Power

		10		Shared Dispositive Power 5,227,768

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization New Hampshire

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 5,227,768

		9		Sole Dispositive Power

		10		Shared Dispositive Power 5,227,768

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW Underwriters Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 3,536,078

		9		Sole Dispositive Power

		10		Shared Dispositive Power 3,536,078

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,536,078

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Specialty Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 3,536,078

		9		Sole Dispositive Power

		10		Shared Dispositive Power 3,536,078

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,536,078

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Holdings UK Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 1,634,457

		9		Sole Dispositive Power

		10		Shared Dispositive Power 1,634,457

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,457

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.3%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Corporate Name Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 1,531,577

		9		Sole Dispositive Power

		10		Shared Dispositive Power 1,531,577

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,531,577

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Insurance Company Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 102,880

		9		Sole Dispositive Power

		10		Shared Dispositive Power 102,880

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 102,880

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 6,373,323

		9		Sole Dispositive Power

		10		Shared Dispositive Power 6,373,323

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,373,323

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Insurance Holdings Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 6,373,323

		9		Sole Dispositive Power

		10		Shared Dispositive Power 6,373,323

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,373,323

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 1.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit UW Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power

		8		Shared Voting Power 2,555,190

		9		Sole Dispositive Power

		10		Shared Dispositive Power 2,555,190

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,555,190

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

	13	Percent of Class Represented by Amount in Row (11) 0.4%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Reinsurance (Bermuda) Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power

			8		Shared Voting Power 3,818,133

			9		Sole Dispositive Power

			10		Shared Dispositive Power 3,818,133

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,818,133

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

Explanatory note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2012 (as amended and supplemented prior to the date hereof, the “Original Schedule 13D” and, as amended and supplemented by this Amendment No. 10, the “Schedule 13D”).

This Amendment No. 10 is filed in connection with the sale by Fairfax Financial Holdings Limited and certain of its affiliates of all of its interests in RiverStone Europe to CVC Strategic Opportunities Fund II on August 23, 2021.

The following amendments to Items 2, 5, 6 and 7 of the Schedule 13D are hereby made:

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

1. V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

2. The Second 810 Holdco Ltd. (“810 Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 810 Holdco is an investment holding company. The principal business and principal office address of 810 Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

3. The Second 1109 Holdco Ltd. (“Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Holdco is an investment holding company. The principal business and principal office address of Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

4. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. Sixty Two is an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L2;

5. 12002574 Canada Inc. (“12002574”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 12002574 is an investment holding company. The principal business and principal office address of 12002574 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

6. Fairfax Financial Holdings Limited (“Fairfax”) is a corporation incorporated under the laws of Canada. Fairfax is a holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

7. FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. FFHL is a holding company. The principal business and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

8. Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Fairfax US is a holding company. The principal business and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

9. Resolution Group Reinsurance (Barbados) Limited (“Resolution”), a corporation incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Resolution is a reinsurance company. The principal business address and principal office address of Resolution is 12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

10. Odyssey US Holdings Inc. (“Odyssey”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Odyssey is a holding company. The principal business and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

11. Odyssey Group Holdings, Inc. (formerly known as Odyssey Re Holdings Corp.) (“Odyssey Group”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Odyssey Group is a holding company. The principal business and principal office address of Odyssey Group is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

12. Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a wholly owned subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

13. Hudson Insurance Company (“Hudson”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. The principal business of Hudson is property and casualty insurance. The principal business and principal office address of Hudson is 100 Willam St., New York, New York, USA, 10038;

14. Greystone Insurance Company (formerly known as Clearwater Select Insurance Company) (“Greystone”), a corporation incorporated under the laws of Connecticut, is a wholly owned subsidiary of Fairfax. The principal business of Greystone is reinsurance. The principal business address and principal office address of Greystone is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

15. Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Crum & Forster is a holding company. The principal business and principal office address of Crum & Forster is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

16. United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. The principal business of US Fire is insurance. The principal business and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

17. The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey, USA, 07962;

18. Connemara Reinsurance Company Ltd. (“Connemara”), a company incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Connemara is reinsurance. The principal business address and principal office address of Connemara is #12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

19. Northbridge Financial Corporation (“NFC”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. NFC is a holding company. The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

20. Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Federated is property and casualty insurance. The principal business address and principal office address of Federated is 255 Commerce Dr., P.O. Box 5800, Winnipeg, Manitoba, Canada, R3C 3C9;

21. Northbridge General Insurance Corporation (“NGIC”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of NGIC is property and casualty insurance. The principal business address and principal office address of NGIC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

22. Verassure Insurance Company (“Verassure”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Verassure is property and casualty insurance. The principal business address and principal office address of Verassure is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

23. Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Zenith is property and casualty insurance. The principal business address and principal office address of Zenith is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

24. CRC Reinsurance Limited (“CRC”), a corporation established under the laws of the Barbados, is a wholly owned subsidiary of Fairfax. The principal business of CRC is reinsurance. The principal business address and principal office address of CRC is #12 Pine Commercial, The Pine, St Michael, Barbados, BB11103;

25. 1102952 B.C. Unlimited Liability Company (“1102952”), a corporation incorporated under the laws of British Columbia, is a wholly owned subsidiary of Fairfax. 1102952 is a holding company. The principal business and principal office address of 1102952 is 1600 - 925 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3L2;

26. Allied World Assurance Company Holdings, Ltd (“Allied Holdings Bermuda”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings Bermuda is a holding company. The principal business and principal office address of Allied Holdings Bermuda is 27 Richmond Road, Pembroke, Bermuda, HM 08;

27. Allied World Assurance Company Holdings I, Ltd (“Allied Holdings I Ltd”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings I Ltd is a holding company. The principal business and principal office address of Allied Holdings I Ltd is 27 Richmond Road, Pembroke, Bermuda, HM 08;

28. Allied World Assurance Company, Ltd (“Allied Assurance”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. The principal business of Allied Assurance is insurance. The principal business and principal office address of Allied Assurance is 27 Richmond Road, Pembroke, Bermuda, HM 08;

29. Allied World Assurance Holdings (Ireland) Ltd (“Allied Ireland”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Ireland is a holding company. The principal business and principal office address of Allied Ireland is 27 Richmond Road, Pembroke, Bermuda, HM 08;

30. Allied World Assurance Holdings (U.S.) Inc. (“Allied U.S.”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. Allied U.S. is a holding company. The principal business and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

31. Allied World Insurance Company (“Allied Insurance”), a corporation incorporated under the laws of New Hampshire, is a subsidiary of Fairfax. The principal business of Allied Insurance is insurance. The principal business and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, USA, 03301;

32. AW Underwriters Inc. (“AW”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of AW is as an insurance agency. The principal business and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

33. Allied World Specialty Insurance Company (“Allied Specialty”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of Allied Specialty is insurance. The principal business and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

34. Newline Holdings UK Limited (“Newline UK”), a company incorporated under the laws of the United Kingdom, is a subsidiary of Fairfax. Newline UK is a holding company. The principal business address and principal office address of Newline UK is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

35. Newline Corporate Name Limited (“Newline”), a company incorporated under the laws of the United Kingdom, is a Lloyd’s Corporate Member (and the sole capital provider to Newline Syndicate 1218 at Lloyd’s). The principal business of Newline is property and casualty insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

36. Newline Insurance Company Limited (“Newline Insurance”), a company incorporated under the laws of the United Kingdom, is a wholly owned subsidiary of Fairfax. The principal business of Newline Insurance is insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

37. Brit Limited (“Brit”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

38. Brit Insurance Holdings Limited (“Brit Holdings”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Holdings is a holding company. The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

39. Brit UW Limited (“Brit UW”), a corporation incorporated under the laws of England and Wales, is a Lloyd’s Corporate Member. The principal business of Brit UW is as a Lloyd’s Corporate Member. The principal business address and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB; and

40. Brit Reinsurance (Bermuda) Limited (“Brit Reinsurance”), a corporation incorporated under the laws of Bermuda, is a wholly owned subsidiary of Fairfax. The principal business of Brit Reinsurance is reinsurance. The principal business and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11.

Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 810 Holdco, Holdco, Sixty Two, 12002574, Fairfax, FFHL, Fairfax US, Resolution, Odyssey, Odyssey Group, Odyssey Reinsurance, Hudson, Greystone, Crum & Forster, US Fire, North River, Connemara, NFC, Federated, NGIC, Verassure, Zenith, CRC, 1102952, Allied Holdings Bermuda, Allied Holdings I Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Newline UK, Newline, Newline Insurance, Brit, Brit Holdings, Brit UW or Brit Reinsurance that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ, KK, LL or MM, as the case may be, and such Annexes are incorporated herein by reference.

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 5.

Interest in the Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 621,412,186 Shares issued and outstanding as of August 18, 2021 (assuming conversion of all of the 1.75% Debentures held by the Reporting Persons into Shares).

(b) The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

To the best knowledge of the Reporting Persons, the following persons beneficially own the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares:

Alane R. Carey			1000
Neil Duncan			100
Paul Gardner			67

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ, KK, LL or MM, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 1,980,000 Shares, certain pension plans of certain subsidiaries of Fairfax.

(e) Not applicable.”

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

“On August 23, 2021, Fairfax completed its previously announced transaction (the “RiverStone Transaction”) with CVC Strategic Opportunities Fund II (“CVC”) to sell all of its interests in RiverStone Europe to CVC. Certain subsidiaries of RiverStone Europe are record owners of 6,791,844 shares of common stock in the capital of the Issuer (the “RiverStone Shares”). As described below, Fairfax and its affiliates also remain the continuous beneficial owners of the RiverStone Shares, and retain pecuniary interest in the RiverStone Shares, through and following completion of the RiverStone Transaction.

In connection with the RiverStone Transaction, Fairfax entered into Asset Value Loan Notes (“AVLNs”) with the current holders of the RiverStone Shares (the “Payees”) for purposes of assurance of the value of the RiverStone Shares until such time as such RiverStone Shares are transferred to be directly owned by Fairfax or its affiliates or sold at the direction of Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a wholly owned subsidiary of Fairfax, (such transfer or sale, the “AVLN Transfer”). During the term of the AVLNs, Fairfax (through HWIC) will have operational control and direction over the RiverStone Shares (other than the right to grant any encumbrance over the RiverStone Shares), including having sole control over all voting and related matters involving the RiverStone Shares, other than where the exercise of such right could reasonably be expected, in the opinion of the Payee, to result in liability, regulatory breach or material reputational damage.

The AVLN is structured to provide that the Payee will receive a specified price for the RiverStone Shares upon the AVLN Transfer, which will occur no later than December 31, 2022. The specified price to be paid to the Payee upon the AVLN Transfer will be calculated as the market value of the RiverStone Shares as of December 31, 2019 plus interest on such amount to the date of the AVLN Transfer at an annualized rate of 3% (compounding annually), less any distributions retained by the Payee in respect of the RiverStone Shares, plus any applicable costs of the Payee related to the AVLN Transfer. Any amounts received in excess of that specified price will be for the benefit of Fairfax. The timing of the AVLN Transfer may depend on a number of factors, including market conditions and the timing of transactions with respect to other securities subject to other AVLNs between Fairfax and the Payee.

The forgoing description of the AVLN does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is filed herewith as Exhibit 14 and incorporated herein by reference.”

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibit to the end thereof:

“Ex. 10.1:

Joint filing agreement dated as of August 25, 2021 among V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, 12002574 Canada Inc., Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Resolution Group Reinsurance (Barbados) Limited, Odyssey US Holdings Inc., Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Hudson Insurance Company, Greystone Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, Connemara Reinsurance Company Ltd., Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge General Insurance Corporation, Verassure Insurance Company, Zenith Insurance Company, CRC Reinsurance Limited, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Newline Holdings UK Limited, Newline Corporate Name Limited, Newline Insurance Company Limited, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited and Brit Reinsurance (Bermuda) Limited.

Ex. 13:

Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020).

Ex. 14:

Form of Asset Value Loan Note Agreement among Fairfax Financial Holdings Limited, as Promisor and applicable Riverstone Europe Company, as Payee and Hamblin Watsa Investment Counsel Ltd., as HWIC.

Ex. 15:

Power of attorney, dated April 27, 2021 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021).”

SIGNATURE

SEC Form SC 13D/A filed by BlackBerry Limited (Amendment)