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Filing Details

Accession Number:: 0001104659-18-045559
Form Type:: 13D Filing
Publication Date:: 2018-07-17 18:23:53

Filed By:: Fairfax Financial Holdings
Company:: Seaspan Corp (NYSE:SSW)
Filing Date:: 2018-07-18
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
V. PREM WATSA	64,139,560	0	64,139,560	64,139,560	32.2%
THE ONE ONE ZERO NINE HOLDCO LIMITED	64,139,560	0	64,139,560	64,139,560	32.2%
THE SIXTY TWO INVESTMENT COMPANY LIMITED	63,461,539	0	63,461,539	63,461,539	31.8%
FAIRFAX FINANCIAL HOLDINGS LIMITED	63,461,539	0	63,461,539	63,461,539	31.8%
FFHL GROUP LTD	39,009,348	0	39,009,348	39,009,348	19.6%
FAIRFAX (BARBADOS) INTERNATIONAL CORP	26,061,140	0	26,061,140	26,061,140	13.1%
WENTWORTH INSURANCE COMPANY LTD	26,061,140	0	26,061,140	26,061,140	13.1%
THE SIXTY THREE FOUNDATION	0	231,922	0	231,922	0.12%
HAMBLIN WATSA INVESTMENT COUNSEL LTD	12,500,000	0	12,500,000	12,500,000	6.3%
FAIRFAX (US) INC	9,661,355	0	9,661,355	9,661,355	4.8%
ODYSSEY US HOLDINGS INC	7,370,518	0	7,370,518	7,370,518	3.7%
ODYSSEY RE HOLDINGS CORP	7,370,518	0	7,370,518	7,370,518	3.7%
ODYSSEY REINSURANCE COMPANY	7,370,518	0	7,370,518	7,370,518	3.7%
110	11,952,191	0	11,952,191	11,952,191	6.0%
FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH	11,952,191	0	11,952,191	11,952,191	6.0%
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH	11,952,191	0	11,952,191	11,952,191	6.0%
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD	11,952,191	0	11,952,191	11,952,191	6.0%
ALLIED WORLD ASSURANCE COMPANY, LTD	11,952,191	0	11,952,191	11,952,191	6.0%
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD	5,976,096	0	5,976,096	5,976,096	3.0%
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC	5,976,096	0	5,976,096	5,976,096	3.0%
ALLIED WORLD INSURANCE COMPANY	5,976,096	0	5,976,096	5,976,096	3.0%
AW UNDERWRITERS INC	2,490,040	0	2,490,040	2,490,040	1.2%
ALLIED WORLD SPECIALTY INSURANCE COMPANY	2,490,040	0	2,490,040	2,490,040	1.2%
CRUM FORSTER HOLDINGS CORP	1,494,024	0	1,494,024	1,494,024	0.7%
UNITED STATES FIRE INSURANCE COMPANY	1,494,024	0	1,494,024	1,494,024	0.7%
ZENITH NATIONAL INSURANCE CORP	796,813	0	796,813	796,813	0.4%
ZENITH INSURANCE COMPANY	796,813	0	796,813	796,813	0.4%
RIVERSTONE HOLDINGS LIMITED	1,294,821	0	1,294,821	1,294,821	0.6%
RIVERSTONE INSURANCE (UK) LIMITED	1,294,821	0	1,294,821	1,294,821	0.6%
BRIT LIMITED	1,992,032	0	1,992,032	1,992,032	1.0%
BRIT INSURANCE HOLDINGS LIMITED	1,992,032	0	1,992,032	1,992,032	1.0%
BRIT REINSURANCE (BERMUDA) LIMITED	1,992,032	0	1,992,032	1,992,032	1.0%

Filing

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Seaspan Corporation

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

Y75638109

(CUSIP Number)

Paul Rivett

President

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 -

Jason R. Lehner

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

July 16, 2018

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

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).

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. PREM WATSA

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CANADIAN

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 64,139,560

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 64,139,560

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 64,139,560

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 32.2%

	14	Type of Reporting Person IN

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE ONE ONE ZERO NINE HOLDCO LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ONTARIO

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 64,139,560

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 64,139,560

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 64,139,560

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 32.2%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY TWO INVESTMENT COMPANY LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BRITISH COLUMBIA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 63,461,539

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 63,461,539

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 63,461,539

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 31.8%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CANADA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 63,461,539

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 63,461,539

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 63,461,539

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 31.8%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL GROUP LTD.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CANADA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 39,009,348

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 39,009,348

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 39,009,348

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 19.6%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (BARBADOS) INTERNATIONAL CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BARBADOS

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 26,061,140

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 26,061,140

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,061,140

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 13.1%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) WENTWORTH INSURANCE COMPANY LTD.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BARBADOS

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 26,061,140

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 26,061,140

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,061,140

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 13.1%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY THREE FOUNDATION

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CANADA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 231,922

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 231,922

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.12%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) HAMBLIN WATSA INVESTMENT COUNSEL LTD.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CANADA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 12,500,000

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 12,500,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.3%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (US) INC.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 9,661,355

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 9,661,355

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,661,355

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.8%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY US HOLDINGS INC.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 7,370,518

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 7,370,518

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.7%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY RE HOLDINGS CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 7,370,518

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 7,370,518

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.7%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY REINSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 7,370,518

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 7,370,518

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.7%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. UNLIMITED LIABILITY COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BRITISH COLUMBIA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 11,952,191

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 11,952,191

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 11,952,191

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 11,952,191

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 11,952,191

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 11,952,191

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 11,952,191

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 11,952,191

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY, LTD

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 11,952,191

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 11,952,191

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.0%

	14	Type of Reporting Person IC

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 5,976,096

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 5,976,096

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 5,976,096

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 5,976,096

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization NEW HAMPSHIRE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 5,976,096

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 5,976,096

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 3.0%

	14	Type of Reporting Person IC

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW UNDERWRITERS INC.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,490,040

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,490,040

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,490,040

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.2%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD SPECIALTY INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,490,040

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,490,040

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,490,040

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.2%

	14	Type of Reporting Person IC

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,494,024

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,494,024

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,494,024

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.7%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,494,024

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,494,024

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,494,024

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.7%

	14	Type of Reporting Person IC

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH NATIONAL INSURANCE CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 796,813

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 796,813

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 796,813

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.4%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 796,813

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 796,813

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 796,813

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.4%

	14	Type of Reporting Person IC

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE HOLDINGS LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,294,821

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,294,821

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,294,821

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE (UK) LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,294,821

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,294,821

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,294,821

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ENGLAND AND WALES

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,992,032

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,992,032

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT INSURANCE HOLDINGS LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ENGLAND AND WALES

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,992,032

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,992,032

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.0%

	14	Type of Reporting Person CO

CUSIP No. Y75638109						13D

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT REINSURANCE (BERMUDA) LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 1,992,032

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 1,992,032

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.0%

	14	Type of Reporting Person CO

Explanatory note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 3 to Schedule 13D (this Amendment No. 3) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on February 26, 2018 by V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Northbridge Financial Corporation, Northbridge General Insurance Corporation, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd and Allied World Assurance Company, Ltd, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 12, 2018 and as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on June 1, 2018 (the Original Schedule 13D, and, together with this Amendment No. 3, the Schedule 13D).

This Amendment No. 3 is filed in connection with (1) Fairfax Financial Holdings Limited, through certain affiliates (collectively, Fairfax) exercising its warrants to purchase 38,461,539 Class A Common Shares (Common Shares) of Seaspan Corporation (Seaspan) that were issued to it in February 2018 and (2) Seaspan issuing warrants to acquire 25,000,000 Common Shares to Fairfax on July 16, 2018 in consideration for such exercise.

The following amendments to Items 2, 5, 6 and 7 of the Original Schedule 13D are hereby made:

Item 2. Identity and Background.

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):

1. V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

2. The One One Zero Nine Holdco Limited (Holdco), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of Holdco is as an investment holding company. The principal business address and principal office address of Holdco is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

3. The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L2;

4. Fairfax Financial Holdings Limited (Fairfax and, together with its subsidiaries, the Fairfax Group of Companies), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a holding company. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

5. FFHL Group Ltd. (FFHL), a corporation incorporated under the laws of Canada, is a holding company. The principal business address and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

6. Fairfax (Barbados) International Corp. (Fairfax Barbados), a corporation incorporated under the laws of Barbados, is an investment holding company. The principal business address and principal office of Fairfax Barbados is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados;

7. Wentworth Insurance Company Ltd. (Wentworth), a corporation incorporated under the laws of Barbados, is a reinsurance company. The principal business address and principal office of Wentworth is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados; and

8. The Sixty Three Foundation (Sixty Three), a non-profit corporation incorporated under the laws of Canada, is a registered charity. The principal business address and principal office of Sixty Three is 95 Wellington Street West, Suite 800, Toronto, ON M5J 2N7.

9. Hamblin Watsa Investment Counsel Ltd. (HWIC), a corporation incorporated under the laws of Canada, is an investment counsel. The principal business address and principal office of HWIC is 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7.

10. Fairfax (US) Inc. (Fairfax US), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

11. Odyssey US Holdings Inc. (Odyssey), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, 19801;

12. Odyssey Re Holdings Corp. (Odyssey Re), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;

13. Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut, is a reinsurance company. The principal business address and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;

14. 1102952 B.C. Unlimited Liability Company (1102952), a corporation incorporated under the laws of British Columbia, is a holding company. The principal business address and principal office address of 1102952 is 1600-925 West Georgia Street, Vancouver, British Columbia, V6C 3L2;

15. Fairfax Financial Holdings (Switzerland) GmbH (FFHS), a corporation incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of FFHS is Gubelstrasse 24, 6300, Zug, Switzerland;

16. Allied World Assurance Company Holdings, GmbH (Allied Holdings GmbH), a limited liability company incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of Allied Holdings GmbH is Park Tower, 15th Floor, Gubelstrasse 24, 6300, Zug, Switzerland;

17. Allied World Assurance Company Holdings, Ltd (Allied Holdings Ltd), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Holdings Ltd is 27 Richmond Road, Pembroke HM 08, Bermuda;

18. Allied World Assurance Company, Ltd (Allied Assurance), a corporation incorporated under the laws of Bermuda, is an insurance company. The principal business address and principal office address of Allied Assurance is 27 Richmond Road, Pembroke HM 08, Bermuda;

19. Allied World Assurance Holdings (Ireland) Ltd (Allied Ireland), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Ireland is 27 Richmond Road, Pembroke HM 08, Bermuda;

20. Allied World Assurance Holdings (U.S.) Inc. (Allied U.S.), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, 19801;

21. Allied World Insurance Company (Allied Insurance), a corporation incorporated under the laws of New Hampshire, is an insurance company. The principal business address and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, 03301;

22. AW Underwriters Inc. (AW), a corporation incorporated under the laws of Delaware, is an insurance agency. The principal business address and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, 19808;

23. Allied World Specialty Insurance Company (Allied Specialty), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, 19808;

24. Crum & Forster Holdings Corp. (Crum & Forster), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;

25. United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, 19801;

26. Zenith National Insurance Corp. (ZNIC), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;

27. Zenith Insurance Company (Zenith), a corporation incorporated under the laws of California, is a workers compensation insurance company. The principal business address and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;

28. RiverStone Holdings Limited (RiverStone Holdings), a company incorporated under the laws of the United Kingdom, is a holding company. The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;

29. RiverStone Insurance (UK) Limited (RiverStone), a company incorporated under the laws of the United Kingdom, is an insurance and reinsurance company. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;

30. Brit Limited (Brit), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;

31. Brit Insurance Holdings Limited (Brit Insurance) a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit Insurance is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;

32. Brit Reinsurance (Bermuda) Limited (Brit Reinsurance), a corporation incorporated under the laws of Bermuda, is a reinsurance company. The principal business address and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, Holdco, Sixty Two, Fairfax, FFHL, Fairfax Barbados, Wentworth, Sixty Three, HWIC, Fairfax US, Odyssey, Odyssey Re, Odyssey Reinsurance, 1102952, FFHS, Allied Holdings GmbH, Allied Holdings Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Crum & Forster, US Fire, ZNIC, Zenith, RiverStone Holdings, RiverStone, Brit, Brit Insurance or Brit Reinsurance that it is the beneficial owner of the Common 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.

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 Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD and EE as the case may be, 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 Common Shares.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Persons 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 5. Interest in Securities of the Issuer.

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 Common Shares (the securities identified pursuant to 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.

(b) Except as described below, the numbers of Common 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 person beneficially owns the following amount of Common Shares and has shared voting power and shared dispositive power with respect to such Common Shares:

Michael G. Wacek

2,000

To the best knowledge of the Reporting Persons, the following person beneficially owns the following amount of Common Shares and has sole voting power and sole dispositive power with respect to such Common Shares:

Mark Bannister		783
Lawrence Chin		14,067

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD and EE beneficially owns, or has acquired or disposed of, any Common Shares during the last 60 days.

Mark Bannister beneficially owns, directly or indirectly, 783 Common Shares, all of which he acquired on May 22, 2018 in the open market through a TD Waterhouse Individual Savings Account, at a price of $8.62 per Common Share, for a total of $6,479.46.

(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 Common Shares held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

On July 16, 2018, Fairfax exercised the warrants that were issued to it by Seaspan in February 2018 (the Warrants) to purchase 38,461,539 Class A common shares of Seaspan (Common Shares) at an exercise price of $6.50 per share, pursuant to a definitive agreement (the Agreement) between Seaspan and Fairfax, dated May 31, 2018, as described in the Report of Foreign Private Issuer on Form 6-K filed by Seaspan on May 31, 2018 (the Form 6-K, with capitalized terms used below not defined herein having the meanings ascribed to them in the Form 6-K).

Pursuant to the Agreement and in consideration for such exercise of the Warrants by Fairfax, on July 16, 2018, Seaspan has issued to Fairfax warrants to acquire 25,000,000 Common Shares at an exercise price of $8.05 per share (subject to adjustment).

Warrant Agreement

On July 16, 2018, Seaspan and Fairfax entered into a Warrant Agreement (the Warrant Agreement) to establish the terms of the New Warrants to acquire 25,000,000 Common Shares of Seaspan. The Warrant Agreement provides that each New Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $8.05 per share (subject to adjustments as

provided in the Warrant Agreement), which New Warrants are exercisable at any time prior to July 16, 2025. Holders of the New Warrants may exercise the New Warrants by paying cash or through a cashless exercise. If Fairfax breaches its obligation under the Agreement to conclude the Second Tranche Warrant Exercise, one half of the New Warrants issued on July 16, 2018 will be cancelled.

At any time after July 16, 2022, Seaspan may require all holders of New Warrants to exercise their New Warrants, in whole or in part, if the fair market value of a Common Share, as determined in accordance with the Warrant Agreement, equals or exceeds two times the exercise price on the third trading day prior to the date on which Seaspan delivers notice of the required exercise. The number of Common Shares issuable upon exercise of the New Warrants is subject to certain anti-dilution adjustments for, among other things: splits or combinations of Common Shares; distributions on Common Shares paid in Common Shares, other securities, property or rights; dividends in excess of the current quarterly rate; a Company tender or exchange offer; issuances of Common Shares (or securities convertible into or exchangeable for Common Shares) in non-public offerings at a per Common Share price below a specified discount to the then Common Share fair market value; and similar transactions.

Registration Rights Agreement

On July 16, 2018, Seaspan and Fairfax entered into a registration rights agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, Seaspan agreed, on or prior to 75 days after July 16, 2018, to file a registration statement covering the resale of the Common Shares issuable upon exercise of the New Warrants (the Registrable Securities).

The Registration Rights Agreement further provides Fairfax with the right to demand that Seaspan register the Registrable Securities in an underwritten offering, as well as the right to include the Registrable Securities in any underwritten offering of Common Shares initiated by Seaspan or any other shareholder, subject to customary exceptions and limitations.

Seaspan will be obligated to pay cash payments to the holders of New Warrants, as applicable, if, among other things, (a) it fails to comply with its obligations to register the Registrable Securities within the time period specified in the Registration Rights Agreement, or (b) the applicable registration statements cease to be effective or Seaspan suspends use of such registration statements by the holders of the New Warrants under certain circumstances and beyond permitted time periods. The Registration Rights Agreement provides that all registration expenses, including the reasonable fees and expenses of any counsel on behalf of the holders of the Registrable Securities, will be borne by Seaspan.

The foregoing descriptions of the Agreement, the Warrants, the Warrant Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement, Warrant Agreement and the Registration Rights Agreement.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:

Ex. 1.1: Members of filing group

Ex. 2.1: Joint filing agreement dated as of July 17, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Hamblin Watsa Investment Counsel Ltd., Fairfax (US) Inc., Odyssey US Holdings Inc, Odyssey Re Holdings Corp., Odyssey Reinsurance Company, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Brit Limited, Brit Insurance Holdings Limited and Brit Reinsurance (Bermuda) Limited

Ex. 4 Power of attorney, dated February 26, 2018

Ex. 5 Power of attorney, dated July 16, 2018

SIGNATURE