SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FASS STEVE ELLIOTT

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHITE MOUNTAINS INSURANCE GROUP LTD [ WTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & CEO, Folksamerica
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares (restricted) 05/07/2003 05/07/2003 S(1) 2,500 D 0.01 0 D
Common Shares 08/08/1988(2) 08/08/1988(2) A 58 A 0(2) 3,727 I 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Shares 0(3) 05/07/2003 05/07/2003 A 2,500 06/01/2003 08/08/1988(4) Common Shares 2,500 $382.75(5) 2,500 D
Explanation of Responses:
1. To facilitate the continued beneficial ownership of Common Shares by the Reporting Person in a tax-efficient manner, the Reporting Person and WTM have agreed to cancel the Restricted Shares (shown on Table I above) in exchange for an equal number of Phantom Shares credited to the Reporting Person in the Folksamerica Holding Comoany deferred compensation plan (shown on Table II above) (the "Phantom Shares"). WTM is effecting the cancellation through the repurchase of the Restricted Shares for nominal consideration of $.01 per share.
2. Since December 31, 2002, the date of Reporting Person's last filing, Reporting Person acquired 58 shares of WTM's Common Shares under the Folksamerica 401(k) Plan. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of April 30, 2003.
3. Phantom Shares are convertible into Common Shares on a 1 for 1 basis.
4. The Phantom Shares are payable in cash or, at the election of the Company, in Common Shares following termination of the Reporting Person's employment with the Company or beginning at an earlier date selected by the Reporting Person.
5. Based on the average between the high and low bid price of WTM Common Shares on May 7, 2003.
Dennis Beaulieu, by Power of Attorney 05/08/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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The undersigned appoints Dennis P. Beaulieu,
the undersigned's true and lawful attorney-in-fact
to  execute for and on behalf of the undersigned,
Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934.  This Power
of Attorney shall remain in full force and effect
until the undersigned is no longer required to file
Forms 3, 4, and 5.  The undersigned has caused this
Power of Attorney to be executed as of this 20th day
of January, 2003.
  /s/  Steven E. Fass