Sec Form 4 Filing - LUSARDI ROBERT R @ WHITE MOUNTAINS INSURANCE GROUP LTD - 2009-03-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person
LUSARDI ROBERT R
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP - White Mountains Capital
(Last) (First) (Middle)
C/O WHITE MOUNTAINS INSURANCE GROUP, LTD, 80 SOUTH MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2009
(Street)
HANOVER, NH03755
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 31 ( 1 ) I 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 2 ) 03/25/2009 A 3 ( 3 ) ( 4 ) ( 4 ) Common Shares 3 $ 181.66 ( 5 ) 507 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LUSARDI ROBERT R
C/O WHITE MOUNTAINS INSURANCE GROUP, LTD
80 SOUTH MAIN STREET
HANOVER, NH03755
EVP - White Mountains Capital
Signatures
Jason R. Lichtenstein, by Power of Attorney 03/26/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Since June 27, 2008, the date of Reporting Person's last filing, Reporting Person acquired 26 shares of WTM Common Shares in his 401(k) account. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of March 9, 2009.
( 2 )Phantom Shares are convertible into Common Shares on a 1 for 1 basis.
( 3 )On March 25, 2009, the Reporting Person's deferred compensation account was credited with Phantom Shares equal in value to the ordinary dividend paid on the underlying WTM Common Shares on the dividend date.
( 4 )The Phantom Shares are held in the Reporting Person's WTM deferred compensation account and are payable in cash or shares upon the earlier of the date when the Reporting Person ceases to be an employee of the Company or a date certain selected by the Reporting Person.
( 5 )Dividends were automatically invested in Phantom Shares at the fair market price per share of the underlying WTM Common Shares on March 25, 2009, the date dividends were actually paid.

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).

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