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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X

| 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^*
White Mountains Holdings (NL) B.V.

(Last) | (First) | (Middle)
C/O WHITE MOUNTAINS INSURANCE GROUP, LTD
80 SOUTH MAIN ST.

(Street) 
HANOVER | NH | 03755

(City) | (State) | (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2010

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)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | 06/28/2010 | | J^(1) | | 8,051,530 | D | $0 | 9,348,470 | 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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Explanation of Responses:
1. The shares of Common Stock were distributed by the Reporting Person to its immediate parent company White Mountains Holdings (Luxembourg) S.a. r. l.. The shares remain beneficially owned by White Mountains Insurance Group, Ltd., the ultimate parent company of both the Reporting Person and the distributee and remain fully subject to a lock up agreement entered into in connection with the initial public offering of the Common Stock of Symetra Financial Corporation.
Remarks:
| Jason R. Lichtenstein by Power of Attorney | 07/02/2010
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Robert L. Seelig, General
Counsel, and Jennifer L. Pitts, Secretary, of White
Mountains Insurance Group, Ltd. (WTM), and Jason R. Lichtenstein,
Vice President & Associate General Counsel of White Mountains
Capital, Inc., signing singly, the undersigned's true and
lawful attorney-in-fact to: (1) execute for and on behalf
of the undersigned, in the undersigned's capacity as a
legal entity, Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; (2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable
to complete and execute any such Form 3, 4, or 5, complete
and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not rendering legal advice of any form, other than
satisfying regulatory filing requirements, with respect to
any transactions to be reported on Forms 3, 4 and 5 are not
assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The undersigned hereby grants this Power of Attorney with the
understanding that information provided to each such
attorney-in-fact is strictly confidential and will not be
disclosed to senior management, directors or other third parties
whether affiliated or otherwise and will be used solely to
complete and execute any such Form 3, 4 or 5, complete and
execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's, or any affiliate
of WTM, holdings of and transactions in publicly-traded
securities, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of
this 18th day of January 2010.

WHITE MOUNTAINS HOLDINGS (NL) B.V.

By:  /S/JOHN SINKUS
Name:   John Sinkus
Its:    Director