Sec Form 3 Filing - CHEN JOHN S @ BLACKBERRY Ltd - 2020-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
CHEN JOHN S
2. Issuer Name and Ticker or Trading Symbol
BLACKBERRY Ltd [ BB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman & CEO
(Last) (First) (Middle)
C/O BLACKBERRY LIMITED, 2200 UNIVERSITY AVENUE EAST
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2020
(Street)
WATERLOO, A6N2K 0A7
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 4,783,191 D
Common Shares 1,000,000 I By grantor retained annuity trust ( 1 )
Common Shares 1,000,000 I By grantor retained annuity trust ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Share Units ( 4 ) ( 3 ) ( 3 ) Common Shares 5,000,000 D
Restricted Share Units ( 4 ) ( 5 ) ( 5 ) Common Shares 4,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHEN JOHN S
C/O BLACKBERRY LIMITED
2200 UNIVERSITY AVENUE EAST
WATERLOO, A6N2K 0A7
X Executive Chairman & CEO
Signatures
/s/ Scott Lesmes, Attorney-in-Fact for John Chen 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grantor retained annuity trust for the benefit of the reporting person and his children.
( 2 )Grantor retained annuity trust for the benefit of the reporting person's spouse and her children.
( 3 )Performance-Based Restricted Share Units ("RSUs") that may be earned in increments of one million common shares of BlackBerry Limited ("BlackBerry") when the 10-day average closing price of BlackBerry's common shares on the New York Stock Exchange reaches $16, $17, $18, $19 and $20, respectively. If earned, the increment will vest on the first anniversary of November 3, 2018, 2019, 2020, 2021 or 2022, respectively, following the date it was earned. Any Performance-Based RSUs that have not been earned before November 3, 2023 will terminate on such date.
( 4 )Each unit represents a contingent right to receive one common share or an equivalent amount of cash, or a combination of the two, at the discretion of BlackBerry.
( 5 )The RSUs will vest in four equal annual installments beginning November 3, 2020.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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