Amended Statement of Ownership (sc 13g/a)
13 February 2021 - 8:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 16)*
Under the Securities Exchange Act of
1934
Fairfax
Financial Holdings Limited
(Name of Issuer)
Subordinate
Voting Shares
(Title of Class of Securities)
303901102
(CUSIP Number)
December
31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1
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Names of Reporting Person/
I.R.S. Identification Nos. of Above Persons (Entities Only)
V. PREM WATSA
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
CANADIAN
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
3,608
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6
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Shared Voting Power
2,338,737
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7
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Sole Dispositive Power
3,608
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8
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Shared Dispositive Power
2,338,737
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,342,345
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
8.7%
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12
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Type of Reporting Person
IN
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1
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Names of Reporting Person/
I.R.S. Identification Nos. of Above Persons (Entities Only)
THE SECOND 810 HOLDCO LTD.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
CANADA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
257,517
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
257,517
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
257,517
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
1.0%
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12
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Type of Reporting Person
CO
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1
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Names of Reporting Person/
I.R.S. Identification Nos. of Above Persons (Entities Only)
THE SECOND 1109 HOLDCO LTD.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
CANADA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,598,620
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,598,620
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,598,620
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent
of Class Represented by Amount in Row 9
5.9%
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12
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Type of Reporting Person
CO
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1
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Names of Reporting Person/
I.R.S. Identification Nos. of Above Persons (Entities Only)
THE SIXTY TWO INVESTMENT COMPANY LIMITED
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
BRITISH COLUMBIA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,598,620
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,598,620
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,598,620
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
5.9%
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12
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Type of Reporting Person
CO
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1
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Names of Reporting Person/
I.R.S. Identification Nos. of Above Persons (Entities Only)
12002574 CANADA INC.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
CANADA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
482,600
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
482,600
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
482,600
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
1.8%
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12
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Type of Reporting Person
CO
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Item 1(a).
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Name of Issuer:
Fairfax Financial Holdings Limited (“Fairfax”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
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Item 2(a).
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Name of Person Filing:
This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):
1.
V. Prem Watsa, an individual;
2. The Second 810 Holdco Ltd. (“810 Holdco”), a corporation incorporated under the laws of Canada;
3. The Second 1109 Holdco Ltd. (“Holdco”), a corporation incorporated under the laws of Canada;
4. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British
Columbia; and
5. 12002574 Canada Inc. (“12002574”), a corporation incorporated under the laws of Canada.
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Item 2(b).
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Address of Principal Business Office:
The addresses of the Reporting Persons are as follows:
1.
Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
2.
The principal business address and principal office address of 810 Holdco is 95 Wellington Street West, Suite 802, Toronto,
Ontario, Canada, M5J 2N7;
3.
The principal business address and principal office address of Holdco is 95 Wellington Street West, Suite 802, Toronto,
Ontario, Canada, M5J 2N7;
4.
The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St.,
Vancouver, British Columbia, Canada, V6C 3L3; and
5.
The principal business address and principal office address of 12002574 is 95 Wellington Street West, Suite 800, Toronto,
Ontario, Canada, M5J 2N7.
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Item 2(c).
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Citizenship:
V. Prem Watsa is a citizen of Canada.
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Item 2(d).
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Title of Class of Securities:
Subordinate Voting Shares
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Item 2(e).
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CUSIP Number:
303901102
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Item 3
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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An Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-US institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with § 240.13d–1(b)(1)(ii)(K).
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Item 4
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Ownership.
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The aggregate number and percentage of the Subordinate Voting
Shares of Fairfax (“Subordinate Voting Shares”) that are beneficially owned by each of the Reporting Persons, assuming
full conversion of all of the convertible securities held by such Reporting Person, is set forth in boxes 9 and 11 of the second
part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
The number of Subordinate Voting Shares as to which each of
the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power, assuming
full conversion of all of the convertible securities held by such Reporting Person, is set forth in boxes 5, 6, 7 and 8, respectively,
on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
Sixty Two, which is controlled by Holdco, owns 50,620 Subordinate
Voting Shares and 1,548,000 multiple voting shares of Fairfax (“Multiple Voting Shares”) (which are convertible at
any time into Subordinate Voting Shares on the basis of one Subordinate Voting Share for each Multiple Voting Share being converted). 810 Holdco owns 257,517 Subordinate Voting Shares.
12002574 owns 482,600 Subordinate Voting Shares. V. Prem Watsa controls 810 HoldCo, Holdco, Sixty Two and 12002574, and
himself owns an additional 1,508 Subordinate Voting Shares and exercises control or direction over an additional 2,100 Subordinate
Voting Shares.
Neither the filing of this Schedule 13G nor the information
contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 810 Holdco, Holdco, Sixty Two, or 12002574 that
such person is the beneficial owner of the Subordinate Voting Shares referred to herein for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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V. Prem Watsa exercises control or direction over 2,100 Subordinate Voting Shares held by certain members of his family. Such family members have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Subordinate Voting Shares.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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See attached Exhibit No. 1.
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Item 9
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Notice of Dissolution of Group.
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Not applicable.
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Item 10
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Certification.
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 2021
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V. Prem Watsa
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/s/ V. Prem Watsa
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 2021
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The Second 810 Holdco Ltd.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 2021
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The Second 1109 Holdco Ltd.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 2021
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The Sixty Two Investment Company Limited
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 2021
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12002574 Canada Inc.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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Exhibit Index
Exhibit No.
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Description
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1
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Members of filing group
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2
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Joint Filing Agreement dated as of February 12, 2021 among V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, and 12002574 Canada Inc.
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EXHIBIT 1
MEMBERS OF FILING GROUP
V. Prem Watsa
The Second 810 Holdco Ltd.
The Second 1109 Holdco Ltd.
The Sixty Two Investment Company Limited
12002574 Canada Inc.
EXHIBIT 2
CUSIP No. 303901102
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13G
The undersigned agree as follows:
(i) each of them is individually eligible
to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) each of them is responsible for
the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the
other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the
same instrument.
Dated: February 12, 2021
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V. PREM WATSA
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/s/ V. Prem Watsa
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THE SECOND 810 HOLDCO LTD.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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THE SECOND 1109 HOLDCO LTD.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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THE SIXTY TWO INVESTMENT COMPANY LIMITED
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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12002574 CANADA INC.
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By:
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/s/ V. Prem Watsa
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Name: V. Prem Watsa
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Title: President
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