CUSIP NO. G9618E107 13G Page 1 of 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Name of Issuer)
Common Shares, par value $1.00 per share
(Title of Class of Securities)
G9618E107
(CUSIP Number)
July 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*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).
CUSIP NO. G9618E107 13G Page 2 of 7
1. NAMES OF REPORTING PERSONS.
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,599
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. G9618E107 13G Page 3 of 7
Item 1.
(a) Name of Issuer
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(b) Address of Issuer's Principal Executive Offices
80 South Main Street
Hanover, NH 03755
Item 2.
(a) Name of Person Filing
Franklin Mutual Advisers, LLC
(b) Address of Principal Business Office or, if none, Residence
101 John F. Kennedy Parkway
Short Hills, NJ 07078‑2789
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Shares, par value $1.00 per share
(e) CUSIP Number
G9618E107
CUSIP NO. G9618E107 13G Page 4 of 7
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a‑8).
(e) [X] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of institution
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open‑end investment
companies or other managed accounts that are investment management clients of Franklin
Mutual Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources,
Inc. ("FRI"). When an investment management contract (including a sub‑advisory agreement)
delegates to FMA investment discretion or voting power over the securities held in the
investment advisory accounts that are subject to that agreement, FRI treats FMA as having
sole investment descretion or voting authority, as the case may be, unless the agreement
specifies otherwise. Accordingly, FMA reports on Schedule 13G that it has sole investment
discretion and voting authority over the securities covered by any such investment
management agreement, unless otherwise noted in this Item 4. As a result, for purposes of
Rule 13d ‑3 under the Act, FMA may be deemed to be the beneficial owner of the securities
reported in this Schedule 13G.
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is
being reported in conformity with the guidelines articulated by the SEC staff in Release
No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related
entities exercise voting and investment powers over the securities being reported
independently from each other. The voting and investment powers held by FMA are exercised
independently from FRI (FMA’s parent holding company) and from all other investment
management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries
other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and
procedures of FMA and FRI establish informational barriers that prevent the flow between
FMA and the FRI affiliates of information that relates to the voting and investment powers
over the securities owned by their respective investment management clients. Consequently,
FMA and the FRI affiliates report the securities over which they hold investment and
voting power separately from each other for purposes of Section 13 of the Act.
CUSIP NO. G9618E107 13G Page 5 of 7
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in
excess of 10% of the outstanding common stock of FRI and are the principal stockholders of
FRI. However, because FMA exercises voting and investment powers on behalf of its
investment management clients independently of FRI, beneficial ownership of the securities
reported by FMA is not attributed to the Principal Shareholders. FMA disclaims any
pecuniary interest in any of the securities reported in this Schedule 13G. In addition,
the filing of this Schedule 13G on behalf of FMA should not be construed as an admission
that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d‑3,
of any of such securities.
Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders,
or their respective affiliates within the meaning of Rule 13d‑5 under the Act and that
none of them is otherwise required to attribute to any other the beneficial ownership of
the securities held by such person or by any persons or entities for whom or for which FRI
subsidiaries provide investment management services.
(a) Amount beneficially owned:
455,599
(b) Percent of class:
10.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Mutual Advisers, LLC: 455,599
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
Franklin Mutual Advisers, LLC: 455,599
(iv) Shared power to dispose or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities,
check the following [ ]. Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of Franklin Mutual Advisers, LLC, including investment companies
registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of dividends from, as
well as the proceeds from the sale of, such securities reported herein.
CUSIP NO. G9618E107 13G Page 6 of 7
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. G9618E107 13G Page 7 of 7
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: August 9, 2017.
Franklin Mutual Advisers, LLC
By: /s/BREDA M. BECKERLE
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Breda M. Beckerle
Chief Compliance Officer of Franklin Mutual Advisers, LLC