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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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Unisource
Energy Corporation
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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909205106
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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*
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The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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CUSIP
No.
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909205106
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Prospector
Partners, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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1,048,820
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6.
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SHARED
VOTING POWER
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268,334*
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7.
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SOLE
DISPOSITIVE POWER
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1,048,820
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8.
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SHARED
DISPOSITIVE POWER
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268,334*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,317,154
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.59%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO,
IA
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*
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The Reporting
Person shares investment discretion over the shares with White Mountains
Advisors LLC, pursuant to a sub-advisory agreement between Prospector
Partners, L.L.C. and White Mountains Advisors
LLC.
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CUSIP
No.
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909205106
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Item
1.
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(a).
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Name
of Issuer:
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Unisource
Energy Corporation
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(b).
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Address
of issuer's principal executive offices:
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One
South Church Avenue
Suite
100
Tucson,
AZ 85701
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Item
2.
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(a).
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Name
of person filing:
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Prospector
Partners, L.L.C.
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(b).
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Address
or principal business office or, if none, residence:
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370
Church Street
Guilford,
CT 06437
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(c).
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Citizenship:
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Prospector
Partners, L.L.C.: Delaware Limited Liability Company
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(d).
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Title
of class of securities:
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Common
Stock, no par value
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(e).
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CUSIP
No.:
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909205106
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Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[X]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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1,317,154
shares deemed to be owned by Prospector Partners,
L.L.C.
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(b)
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Percent
of class:
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3.59% deemed to be owned
by Prospector Partners, L.L.C.
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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1,048,820
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,
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(ii)
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Shared
power to vote or to direct the vote
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268,334*
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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1,048,820
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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268,334*
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Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1)..
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The
Reporting Person shares investment discretion over the shares with White
Mountains Advisors LLC, pursuant to a sub-advisory agreement between
Prospector Partners, L.L.C. and White Mountains Advisors
LLC.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[X].
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Instruction: Dissolution
of a group requires a response to this item.
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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N/A
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Item
10.
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Certification.
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By
signing below the reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having
that purpose or effect.
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February
12, 2010
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(Date)
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PROSPECTOR
PARTNERS, L.L.C.
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By: /s/
John D. Gillespie
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(Signature)
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John
D. Gillespie, Managing Member
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(Name/Title)
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