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^*

BENNETT PETER M

(Last)

(First)

(Middle)

ODYSSEY RE HOLDINGS CORP.

300 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ODYSSEY RE HOLDINGS CORP [ ORH ]

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)
10/27/2009

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 Stock, $.01 par value	10/27/2009		S		663	D	$65	719	D
Common Stock, $.01 par value	10/28/2009		D		719⁽¹⁾	D	$65	0	D

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)
Stock Option (right to buy)	$24.04	10/28/2009		D			3,750	⁽²⁾	05/02/2016	Common Stock, par value $.01 per share	3,750	$0	1,854	D
Stock Option (right to buy)	$24.04	10/28/2009		D			1,250	⁽³⁾	05/02/2016	Common Stock, par value $.01 per share	1,250	$0	604	D
Stock Option (obligation to buy)	$0	10/28/2009		D			604	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock, par value $.01 per share	604	$0	0	D

Explanation of Responses:

1. As a result of the merger of a wholly-owned subsidiary of Fairfax Financial Holdings Limited with and into Odyssey Re Holdings Corp. ("ORH"), effective October 28, 2009, all shares of ORH common stock held by the reporting person on the date of the merger were cancelled.

2. Options were fully vested and cancelled in connection with the merger for a cash payment equal to the difference between $65.00 and the exercise price.

3. Options totaling 1,250 were scheduled to vest on May 2, 2010. In connection with the merger, the ORH common stock underlying the options was replaced with restricted equity value rights.

4. Options totaling 224 were scheduled to vest on September 30, 2010. In connection with the merger, the ORH common stock underlying the options was replaced with restricted equity value rights.

5. Options totaling 380 were scheduled to vest in two equal installments on September 30, 2010 and 2011, respectively. In connection with the merger, the ORH common stock underlying the options was replaced with restricted equity value rights.

Remarks:

	Peter M. Bennett by Melissa A. Victor, Attorney-in-fact	10/29/2009
	** 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).
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