SC 13D/A 1 tm2330820d1_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. 11)*

BlackBerry Limited

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

09228F103

(CUSIP Number)

Peter Clarke

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 -

Sean J. Skiffington

Ryan E. Robski

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

November 13, 2023

(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)		¨
		(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 Canadian

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

			8		Shared Voting Power 46,853,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,853,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,853,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	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)		¨
		(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 46,853,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,853,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,853,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SECOND 1109 HOLDCO 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 CANADA

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

			8		Shared Voting Power 46,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,724,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY TWO INVESTMENT 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 BRITISH COLUMBIA

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

			8		Shared Voting Power 46,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,724,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

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

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

			8		Shared Voting Power 46,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,724,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL 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 CANADA

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

			8		Shared Voting Power 46,724,700

			9		Sole Dispositive Power

			10		Shared Dispositive Power 46,724,700

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 46,724,700

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

	13	Percent of Class Represented by Amount in Row (11) 8.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

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

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

			8		Shared Voting Power 40,580,652

			9		Sole Dispositive Power

			10		Shared Dispositive Power 40,580,652

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,580,652

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

	13	Percent of Class Represented by Amount in Row (11) 7.0%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (US) 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 30,052,329

			9		Sole Dispositive Power

			10		Shared Dispositive Power 30,052,329

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 30,052,329

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

	13	Percent of Class Represented by Amount in Row (11) 5.1%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY US HOLDINGS 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 15,535,599

			9		Sole Dispositive Power

			10		Shared Dispositive Power 15,535,599

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,535,599

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

	13	Percent of Class Represented by Amount in Row (11) 2.7%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY GROUP HOLDINGS, 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 15,535,599

			9		Sole Dispositive Power

			10		Shared Dispositive Power 15,535,599

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,535,599

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

	13	Percent of Class Represented by Amount in Row (11) 2.7%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY REINSURANCE 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 CONNECTICUT

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

			8		Shared Voting Power 15,535,599

			9		Sole Dispositive Power

			10		Shared Dispositive Power 15,535,599

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,535,599

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

	13	Percent of Class Represented by Amount in Row (11) 2.7%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) HUDSON 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 0

			9		Sole Dispositive Power

			10		Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	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) CRUM & FORSTER HOLDINGS CORP.

	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 4,630,800

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,630,800

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,630,800

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE 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 4,630,800

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,630,800

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,630,800

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE NORTH RIVER 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 JERSEY

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

			8		Shared Voting Power 0

			9		Sole Dispositive Power

			10		Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	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) RESOLUTION GROUP REINSURANCE (BARBADOS) 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 9,754,316

			9		Sole Dispositive Power

			10		Shared Dispositive Power 9,754,316

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,754,316

	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) NORTHBRIDGE FINANCIAL 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 4,155,000

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,155,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,155,000

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

	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) 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 511,800

			9		Sole Dispositive Power

			10		Shared Dispositive Power 511,800

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 511,800

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 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 2,619,600

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,619,600

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,619,600

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 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 907,900

			9		Sole Dispositive Power

			10		Shared Dispositive Power 907,900

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 907,900

	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 (CANADIAN ENTITY)

	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) 0.1%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 4,998,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,998,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,998,048

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

	13	Percent of Class Represented by Amount in Row (11) 0.9%

	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 2,098,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,098,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,098,048

	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) 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 2,098,048

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,098,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,098,048

	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) 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 ENGLAND AND WALES

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

			8		Shared Voting Power 754,457

			9		Sole Dispositive Power

			10		Shared Dispositive Power 754,457

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 754,457

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 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 ENGLAND AND WALES

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

			8		Shared Voting Power 651,577

			9		Sole Dispositive Power

			10		Shared Dispositive Power 651,577

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 651,577

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

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

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 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 ENGLAND AND WALES

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) 1.1%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 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) 1.1%

	14	Type of Reporting Person CO

CUSIP No. 09228F103

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

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

	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. 11 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D 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, the “Schedule 13D”) by Fairfax Financial Holdings Limited and certain of its affiliates relating to the common shares, no par value (“Shares”), of BlackBerry Limited (“BlackBerry”).

The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Original Schedule 13D are hereby made:

Item 2.

Identity and Background.

Item 2 of the Original 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”):

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;

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;

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;

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;

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;

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;

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

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, USA 75067;

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;

10.

Odyssey Group Holdings, Inc. (“Odyssey Group”), a corporation incorporated under the laws of Delaware, is a 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;

11.

Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a 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;

12.

Hudson Insurance Company (“Hudson Insurance”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of Hudson Insurance is property and casualty insurance. The principal business and principal office address of Hudson Insurance is 100 William St., 5^th Floor, New York, New York, USA, 10038;

13.

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;

14.

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;

15.

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 and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey, USA, 07962;

16.

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 reinsurance. The principal business and principal office address of Resolution is #12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

17.

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

18.

Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. Federated is a holding company. The principal business and principal office address of Federated is 55 Standish Court, Suite 300, Mississauga, Ontario, Canada L5R 4B2;

19.

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 and principal office address of NGIC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

20.

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 and principal office address of Verassure is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

21.

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. The principal business and principal office address of Zenith is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

22.

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;

23.

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;

24.

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;

25.

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;

26.

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;

27.

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;

28.

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;

29.

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;

30.

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;

31.

Newline Holdings UK Limited (“Newline UK”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Newline UK is a holding company. The principal business and principal office address of Newline UK is 1 Fen Court, London, England, EC3M 5BN;

32.

Newline Corporate Name Limited (“Newline”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Newline is a corporate member of Lloyd’s (and the sole capital provider to Newline Syndicate 1218 at Lloyd’s). The principal business and principal office address of Newline is 1 Fen Court, London, England, EC3M 5BN;

33.

Newline Insurance Company Limited (“Newline Insurance”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business and principal office address of Newline Insurance is 1 Fen Court, London, England, EC3M 5BN;

34.

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

35.

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

36.

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 Lloyd’s Corporate Member. The principal business and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB; and

37.

Brit Reinsurance (Bermuda) Limited (“Brit Reinsurance”), a corporation incorporated under the laws of Bermuda, is a 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 any of the Reporting Persons that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of 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 Annexes A through JJ, 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 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

“The source of funds for the purchase of the Shares beneficially owned by the Reporting Persons (including the Shares which may be received upon conversion of the 1.75% Extension Debentures in accordance with their terms) was cash on hand from existing investment portfolios, including the proceeds from BlackBerry’s repayment of the 1.75% Debentures, as described in Item 4 below.”

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by (i) deleting in its entirety the last paragraph and (ii) adding the following text to the end thereof:

“On November 13, 2023, all of the U.S.$330 million principal amount of 1.75% Debentures held by certain of the Reporting Persons were repaid upon maturity by BlackBerry. None of the 1.75% Debentures held by the Reporting Persons were converted into Shares prior to repayment.

Also on November 13, 2023, BlackBerry entered into a subscription agreement (the “2023 Subscription Agreement”) pursuant to which certain of the Reporting Persons agreed to subscribe for an aggregate U.S.$150 million principal amount of 1.75% extendable convertible unsecured debentures of BlackBerry (the “1.75% Extension Debentures”), on a private placement basis, for an aggregate subscription price of U.S.$150 million (the “2023 Transaction”). The 1.75% Extension Debentures will be convertible into Shares of BlackBerry at a conversion price of U.S.$6.00 per Share and will mature on February 15, 2024, with an option for the parties to extend such maturity date to May 15, 2024, by mutual agreement. Aside from the maturity date, the terms of the 1.75% Extension Debentures will be substantially identical to those of the 1.75% Debentures, except that the 1.75% Extension Debentures will not be listed on any stock exchange and will not be issued pursuant to an indenture. The 1.75% Extension Debentures will be guaranteed on a senior unsecured basis by BlackBerry Corporation and BlackBerry UK Limited.

The closing of the 2023 Transaction is subject to customary conditions, including approval of the issuance of the 1.75% Extension Debentures and the listing of the underlying Shares by the Toronto Stock Exchange and approval of the listing of the underlying Shares by the New York Stock Exchange, in each case without the requirement to seek the approval of the shareholders of Blackberry.

The forgoing descriptions of the 2023 Subscription Agreement and the 1.75% Extension Debentures do not purport to be complete and are qualified in their entirety by the full text of such documents, which are included herewith as Exhibit 99.17 and incorporated by reference herein.

One or more of the Reporting Persons may, depending upon price, market conditions, availability of funds, evaluation of alternative investments, the financial exposure to BlackBerry and other factors, determine to purchase additional Shares, debentures or other securities of BlackBerry, or sell Shares, debentures or other securities of BlackBerry, in the open market or otherwise.”

Item 5.

Interest in the Securities of the Issuer.

Item 5 of the Original 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 583,708,105 Shares deemed to be issued and outstanding as of September 26, 2023.

(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			1,000
Peter Clarke			436
Neil D. Duncan			100
Paul Gardner			67
Christine McLean			780
Michael G. Wacek			24,900

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in the Annexes hereto, 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 880,000 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 Original Schedule 13D is hereby amended and supplemented to include the disclosure appearing in Item 4 of this Amendment with respect to the 2023 Subscription Agreement.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following exhibits:

Ex. 99.16:	Joint filing agreement, dated November 15, 2023, among the Reporting Persons.

Ex. 99.17:	Subscription Agreement, dated November 13, 2023, by and among BlackBerry Limited and certain of the Reporting Persons named therein.

Ex. 99.18:	Power of attorney, dated June 21, 2023.

SIGNATURE

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