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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
 |  X |  |  |
| WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
 |  X |  |  |
| 1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
 |  X |  |  |
| SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3 |
 |  X |  |  |
| 810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
 |  X |  |  |
| /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: Chief Executive Officer | 06/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ V. Prem Watsa, Name: V. Prem Watsa | 06/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President | 06/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President | 06/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President | 06/12/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | On June 2, 2013, Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), Fairfax Bermuda Holdings Ltd., a Bermuda exempted company and an indirect wholly-owned subsidiary of Fairfax ("Merger Sub") and American Safety Insurance Holdings, Ltd., a Bermuda exempted company ("ASI") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into ASI (the "Merger"), with ASI surviving the Merger as an indirect wholly-owned subsidiary of Fairfax. |
| (2) | (continued from footnote 1) Concurrently with the execution and delivery of the Merger Agreement, certain directors and officers of the Company (collectively, the "Signing Stockholders"), each solely in his capacity as stockholder of ASI, entered into Voting Agreements with Fairfax (the "Voting Agreements") with respect to the Shares owned by them. Such Shares (together with any Shares acquired by the Signing Stockholders on or after the date of the Voting Agreements, the "Voting Shares") totaled 1,236,214 (of which 234,913 shares represent options to purchase shares exercisable within 60 days of June 6, 2013) and constituted approximately 12.6% of the total issued and outstanding Shares as of June 6, 2013. |
| (3) | (continued from footnote 2) Pursuant to the Voting Agreements, the Signing Stockholders (i) have agreed to vote, or cause to be voted, the Voting Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, against any action, agreement, transaction or proposal, including any "Acquisition Proposal" as defined in the Merger Agreement that would reasonably be expected to result in a material breach by ASI under the Merger Agreement or a failure of any condition to ASI's obligations thereunder to be satisfied and in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and (ii) have granted Fairfax an irrevocable proxy to vote the Voting Shares in accordance with the foregoing if the Signing Stockholders fail to do so. |
| (4) | Neither the filing of this Form 3 nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519 Ontario Limited, Sixty Two Investment Company Limited, 810679 Ontario Limited or Fairfax (collectively, the "Reporting Persons") that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. For additional information regarding the Voting Agreements and the Merger, see the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof. |