Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2010
3. Issuer Name and Ticker or Trading Symbol
FIRST MERCURY FINANCIAL CORP [FMR]
(Last)
(First)
(Middle)
95 WELLINGTON STREET WEST, SUITE 800
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TORONTO, A6 M5J 2N7
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, $0.01 par value per share (?Shares?) 0
I
See notes (1), (2), (3) and (4). (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

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    

Signatures

BY: /s/ Bradley P. Martin , NAME: Bradley P. Martin, TITLE: Vice President, Chief Operating Officer and Corporate Secretary 11/05/2010
**Signature of Reporting Person Date

/s/ V. Prem Watsa 11/05/2010
**Signature of Reporting Person Date

BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/05/2010
**Signature of Reporting Person Date

BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/05/2010
**Signature of Reporting Person Date

BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 11/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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 October 28, 2010, Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), Fairfax Investments III USA Corp., a Delaware corporation and wholly owned subsidiary of Fairfax ("Merger Sub") and First Mercury Financial Corporation, a Delaware corporation ("First Mercury") 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 First Mercury (the "Merger"), with First Mercury surviving the Merger as a wholly owned indirect subsidiary of Fairfax.
(2) (continued from footnote 1) Concurrently with the execution and delivery of the Merger Agreement, Richard H. Smith, the Chairman, President and Chief Executive Officer of First Mercury, and Jerome M. Shaw, a director of First Mercury (collectively, the "Signing Stockholders"), each solely in his capacity as stockholder of First Mercury, 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 Agreement Shares") constituted approximately 17% of the total issued and outstanding Shares as of October 28, 2010.
(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 Agreement Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, against any action, agreement, transaction or proposal, including any "Takeover Proposal" as defined in the Merger Agreement that would result in a material breach by First Mercury under the Merger Agreement or a failure of any condition to First Mercury'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 Agreement 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.

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