Edgar Filing: Symetra Financial CORP

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WHITE MOUNTAINS INSURANCE GROUP LTD

2. Issuer Name and Ticker or Trading Symbol
Symetra Financial CORP [SYA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

80 SOUTH MAIN ST.

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2013

(Street)

HANOVER, NH 03755

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	06/20/2013		X		9,487,872	A	$ 11.494	26,887,872	I	by subsidiaries ⁽¹⁾
Common Stock	06/20/2013		J⁽²⁾		7,023,029	D	$ 15.528	19,864,843	I	by subsidiaries ⁽¹⁾
Common Stock	06/20/2013		J⁽³⁾		184,036	A	$ 0	20,048,879	I	by subsidiaries ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to Purchase Common Stock

$ 11.494

06/20/2013

9,487,872

07/30/2004

07/29/2014

Common Stock

9,487,872

$ 0

by a subsidiary ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHITE MOUNTAINS INSURANCE GROUP LTD 80 SOUTH MAIN ST. HANOVER, NH 03755		X

Signatures

Jason R. Lichtenstein, by Power of Attorney		06/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares owned by indirect wholly owned subsidiaries of White Mountains Insurance Group, Ltd.
(2)	On June 20, 2013, SYA Insurance Holdings (NL) B.V., an indirect wholly owned subsidiary of White Mountains Insurance Group, Ltd., exercised a warrant to purchase 9,487,872 shares of SYA common stock for $11.494 per share and paid the exercise price on a cashless basis, resulting in SYA's withholding of 7,023,029 shares of SYA common stock in respect of the exercise price.
(3)	In order to induce SYA Insurance Holdings (NL) B.V. to exercise the warrant as described in footnote 2, SYA has agreed to issue to SYA Insurance Holdings (NL) B.V. 184,036 additional shares of SYA common stock based on the fair value of the warrant on the exercise date.
(4)	Represents securities owned by SYA Insurance Holdings (NL) B.V., an indirect wholly owned subsidiary of White Mountains Insurance Group, Ltd.

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