SEC Form SC 13D/A filed by BlackBerry Limited (Amendment)

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

BlackBerry Limited

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

09228F103

(CUSIP Number)

Peter Clarke 

President and Chief Operating Officer 

Fairfax Financial Holdings Limited 

95 Wellington Street West, Suite 800 

Toronto, Ontario, Canada, M5J 2N7 

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- With a copy to -

Sean J. Skiffington 

Ryan E. Robski 

Shearman & Sterling LLP 

Commerce Court West 

199 Bay Street, Suite 4405 

Toronto, Ontario M5L 1E8 

Telephone (416) 360-8484

February 15, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

The information required on 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).

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 13 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2012 (as amended and supplemented prior to the date hereof, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) by Fairfax Financial Holdings Limited and certain of its affiliates relating to the common shares, no par value (“Shares”), of BlackBerry Limited (“BlackBerry”).

The following amendments to Items 2, 4, 5 and 7 of the Original Schedule 13D are hereby made:

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

“This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by any of the Reporting Persons that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in the Annexes hereto, and such Annexes are incorporated herein by reference.

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following text immediately prior to the last paragraph thereof:

“On February 15, 2024, BlackBerry repaid at maturity all U.S.$150 million principal amount of the 1.75% Extension Debentures that were held by certain of the Reporting Persons.

Effective February 15, 2024, V. Prem Watsa has resigned as a member of the board of directors and of the compensation, nomination and governance committee of the board of directors of BlackBerry. In connection with his resignation, V. Prem Watsa received 296,571 Shares in settlement of his deferred share units of BlackBerry (“DSUs”).”

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

“(a)            Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 585,647,500 Shares issued and outstanding, representing 585,350,929 Shares issued and outstanding as of December 18, 2023 plus 296,571 Shares issued to V. Prem Watsa in settlement of his DSUs as of February 15, 2024.

(b)            The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

To the best knowledge of the Reporting Persons, the following persons beneficially own the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares:

(c)            Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in the Annexes hereto, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

(d)            No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 880,000 Shares, certain pension plans of certain subsidiaries of Fairfax.

(e)            Not applicable.”

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following exhibit:

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.