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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
  
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*
BARRETTE RAYMOND JOSEPH RENE
(Last) (First) (Middle)
C/O WHITE MOUNTAINS INSURANCE GROUP
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)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Chief Executive Officer / Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2008
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 03/04/2008 M 21,136 A ( 1 ) 34,970 ( 2 ) D
Common Shares 03/04/2008 D 6,136 ( 1 ) D $478 28,834 D
Common Shares (restricted) 43,000 ( 2 ) D
Common Shares 4,615 I By wife
Common Shares 100 I By son
Common Shares 9,000 I By Grantor Retained Annuity Trust
Common Shares 4,230 I By IRA
Common Shares 51 ( 3 ) 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
Phantom Shares (Deferred Compensation) ( 4 ) 03/04/2008 M 21,136 ( 5 ) ( 5 ) Common Shares 21,136 ( 1 ) 0 D
Common Share Options $650 ( 6 ) ( 7 ) 01/19/2014 Common Shares 200,000 200,000 D
Explanation of Responses:
1. On March 4, 2008, 15,000 of the Reporting Person's Phantom Shares were settled for an equal number of WTM Common Shares and the remaining 6,136 Phantom Shares were settled for cash. Each Phantom Share was the economic equivalent of one WTM Common Share. The Reporting Person has agreed not to transfer the Common Shares received in the distribution until the second anniversary of the distribution.
2. Reflects reclassification of 7,000 WTM Common Shares from "Common Shares (restricted)" to unrestricted "Common Shares" (owned directly).
3. Since the date of his last filing, the Reporting Person acquired 14 WTM Common Shares in his 401(k) account. WTM Common Shares are purchased at their fair market value on the date of acquisition. This information in this reports is based on a plan statement dated February 29, 2008.
4. Each Phantom Share is the economic equivalent of one WTM Common Share.
5. In connection with a previously made election in accordance with Section 409A of the federal tax code, the Reporting Person was due a distribution of his deferred compensation account balances in the first quarter of 2008. At the request of the Reporting Person, and as permitted by the plan governing the Reporting Person's deferred compensation, the Compensation Committee of WTM determined to settle a portion of the account in WTM Common Shares and the remainder in cash. The amount of the distribution made in Common Shares was roughly equal to the after-tax value of the Phantom Shares contained in the Reporting Person's account.
6. On January 20, 2007, the Reporting Person was granted options to purchase 200,000 Common Shares with an initial exercise price of $650 per share. The exercise price increases on a cumulative basis at an annual rate of 5% less the annualized regular dividend rate.
7. The options vest in five equal annual installments beginning January 19, 2008.
Remarks:
Jason R. Lichtenstein, by Power of Attorney 03/06/2008
** 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.