SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SUMITOMO LIFE INSURANCE CO (Last) (First) (Middle) 7-18-24 TSUKIJI, CHUO-KU (Street) TOKYO M0 104-8430 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/11/2015	3. Issuer Name and Ticker or Trading Symbol Symetra Financial CORP [ SYA ]
		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 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 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, par value $0.01 per share	0	I	See Footnotes(1)(2)(3)

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: 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

Explanation of Responses:

1. As a result of entering into (a) the Voting Agreement, dated as of August 11, 2015, between the Reporting Person and White Mountains Insurance Group, Ltd. ("White Mountains") and (b) the Voting Agreement, dated as of August 11, 2015, between the Reporting Person and Berkshire Hathaway Inc. ("Berkshire"), the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding common stock, par value $0.01 per share, of the Issuer.

2. Pursuant to the Voting Agreements, subject to certain exceptions, each of White Mountains and Berkshire agreed to vote, or cause to be voted, their respective shares of Common Stock (representing together approximately 35.0% of the outstanding Common Stock), together with any additional shares of Common Stock acquired by them after August 11, 2015 (the "Subject Shares"), in favor of adopting the Agreement and Plan of Merger, dated as of August 11, 2015, among the Issuer, the Reporting Person and SLIC Financial Corporation, a wholly owned subsidiary of the Reporting Person, at the meeting of the stockholders of the Issuer to be held for that purpose.

3. In addition, each of White Mountains and Berkshire granted the Reporting Person an irrevocable proxy to vote their respective Subject Shares in the manner contemplated by their respective Voting Agreements and agreed not to transfer such shares until the date the Issuer's stockholders have adopted the Merger Agreement. As a result, the Reporting Person is filing this Form 3. Based on representations given by White Mountains and Berkshire, as of August 11, 2015, White Mountains beneficially owned 20,562,379 shares of Common Stock, and Berkshire beneficially owned 20,048,879 shares of Common Stock.

Remarks:

The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by White Mountains and Berkshire, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Person of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose.

	SUMITOMO LIFE INSURANCE COMPANY, By: /s/ Shinzo Kono, Managing Executive Officer	08/21/2015
	** 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 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).
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