Form 4 LEVEL 3 COMMUNICATIONS For: Oct 16 Filed by: SIXTY TWO INVESTMENT CO LTD (10K)

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, 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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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^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

(Street)

TORONTO, ONTARIO, CANADA

M5J 2N7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEVEL 3 COMMUNICATIONS INC [LVLT]

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)
10/16/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7% Convertible Senior Notes due 2015, Series B (?Notes?)

⁽¹⁾

10/16/2009

$ 75,000,000 ⁽²⁾

10/16/2009

⁽³⁾

Common Stock, $0.01 par value (?Shares?)

41,666,666

$ 75,000,000

$ 75,000,000 ⁽²⁾

See Footnote ⁽⁴⁾

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

(Street)

TORONTO, ONTARIO, CANADA

M5J 2N7

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

(Street)

TORONTO, ONTARIO, CANADA

M5J 2N7

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

1109519 ONTARIO LTD

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

(Street)

TORONTO, ONTARIO, CANADA

M5J 2N7

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SIXTY TWO INVESTMENT CO LTD

(Last)

(First)

(Middle)

1600 CATHEDRAL PLACE, 925 WEST GEORGIA ST.

(Street)

VANCOUVER, BC, CANADA

V6C 3L3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

810679 ONTARIO LTD

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

(Street)

TORONTO, ONTARIO, CANADA

M5J 2N7

(City)

(State)

(Zip)

Explanation of Responses:

1. The Notes are convertible into Shares based on an initial conversion price of $1.80 per Share (equivalent to an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes), subject to adjustment under certain circumstances.

2. Aggregate principal amount of Notes

3. The Notes are convertible into Shares at the option of the holder thereof at any time on or prior to March 15, 2015, the maturity date of the Notes.

4. $75,000,000 aggregate principal amount of Notes is held by Fairfax Financial Holdings Limited directly.

	/s/ Paul Rivett, Vice President and Chief Legal Officer	10/19/2009
	/s/ V. Prem Watsa	10/19/2009
	/s/ V. Prem Watsa, President	10/19/2009
	/s/ V. Prem Watsa, President	10/19/2009
	/s/ V. Prem Watsa, President	10/19/2009
	** 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.

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