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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* FOY DAVID THOMAS (Last) (First) (Middle) C/O WHITE MOUNTAINS INSURANCE GROUP, LTD 80 SOUTH MAIN STREET (Street) HANOVER NH 03755 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2017
	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)	05/24/2017		F		2,888	D	$870	0(1)	D
Common Shares								30,537(1)	D
Common Shares								76(2)	I	by 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

Explanation of Responses:

1. On May 24, 2017, 5,900 restricted Common Shares became unrestricted, and on January 1, 2017, 3,000 restricted WTM Common Shares became unrestricted. On May 24, 2017, 2,888 of the Common Shares were withheld by the Company to satisfy the Reporting Person's tax obligations.

2. Reflects accumulation of 4 Common Shares in Reporting Person's Company 401(k) account since his last filed report. 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 May 24, 2017.

Remarks:

	Wesley C. Bell, by Power of Attorney	05/26/2017
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Know all by these present, that the undersigned hereby

constitutes and appoints each of Robert L. Seelig, Managing Director & General

Counsel, and Jennifer L. Pitts, Secretary, of White

Mountains Insurance Group, Ltd., Jason R. Lichtenstein,

Managing Director & Associate General Counsel, and Wesley Bell,

Vice President & Assistant General Counsel, signing singly,

the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of White

Mountains Insurance Group, Ltd. (the "Company"), Forms 3, 4,

and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete

and execute any such Form 3, 4, or 5, complete and execute

any amendment or amendments thereto, and timely file such form

with the United States Securities and Exchange Commission and

any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally

required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such

attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as

fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned,

are not rendering legal advice of any form, other than satisfying

regulatory filing requirements, with respect to any transactions

to be reported on Forms 3, 4 and 5 are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned hereby grants this Power of Attorney with the

understanding that information provided to each such

attorney-in-fact is strictly confidential and will not be

disclosed to senior management, directors or other third parties

whether affiliated or otherwise and will be used solely to

complete and execute any such Form 3, 4 or 5, complete and

execute any amendment or amendments thereto, and timely file

such form with the United States Securities and Exchange Commission

and any stock exchange or similar authority

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 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless

earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this

25th day of February 2016.



/s/  David Foy