SEC Filing | White Mountains Insurance Group

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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^*

KEMP KARL THOMAS

(Last)

(First)

(Middle)

WHITE MOUNTAINS INSURANCE GROUP, LTD.

80 SOUTH MAIN STREET

(Street)

HANOVER,

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		100	D	$417.27	65,634	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		100	D	$418	65,534	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		200	D	$418.25	65,334	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		200	D	$418.5	65,134	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		200	D	$419	64,934	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		100	D	$419.5	64,834	D
Common Shares	10/09/2003	10/09/2003	S⁽¹⁾		100	D	$420	64,734	D
Common Shares								20,598	I	By GRAT
Common Shares								4,487	I	By IRA
Common Shares								324	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares (Deferred Compensation)	⁽²⁾							⁽³⁾	⁽³⁾	Common Shares	4,081		4,081⁽³⁾	D
Phantom Shares (Deferred Compensation)	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	9,014		9,014⁽⁴⁾	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2003.

2. Phantom Shares are convertible into Common Shares on a 1 for 1 basis.

3. Payment of deferred compensation balances is due in cash based on a predetermined Payment Schedule entered into in October 1999 by the Reporting Person.

4. The Phantom Shares are payable, at the election of the Company, in cash or Common Shares following the Reporting Person's resignation as a Director of the Company or beginning at an earlier date selected by the Reporting Person.

Remarks:

	Dennis Beaulieu, by Power of Attorney	10/09/2003
	** 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.
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 presents, that the undersigned
hereby constitutes and appoints each of  Brian Palmer,
Chief Accounting Officer and Dennis P. Beaulieu, Secretary,
of White Mountains Insurance Group, Ltd., and Robert L. Seelig,
General Counsel of OneBeacon Asset Management, Inc., 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
11th day of October, 2002.

/s/  K. Thomas Kemp