SEC Info - Waterstone Asset Management, LLC - ‘SC 13G’ on 1/30/09 re: Landamerica Financial Group Inc

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Waterstone Asset Management, LLC – ‘SC 13G’ on 1/30/09 re: Landamerica Financial Group Inc

On: Friday, 1/30/09, at 2:03pm ET · Accession #: 919574-9-1380 · File #: 5-42082

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/30/09  Waterstone Asset Management, LLC  SC 13G                 1:15K  Landamerica Financial Group Inc   Seward & Kissel LLP

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      8     34K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office, or if None, Residence: Certifications Citizenship: CUSIP Number: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of a Class Ownership of More Than Five Percent on Behalf of Another Person Title of Class of Securities:
1	1st Page - Filing Submission
5	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office, or if None, Residence:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities:
"	Item 2(e). CUSIP Number:
"	Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
"	Item 4. Ownership
"	Item 5. Ownership of Five Percent or Less of a Class
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
6	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. Certifications

SC 13G 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G
(Rule 13d-102)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
 PURSUANT TO RULE 13d-2(b)

(Amendment No. )

 LandAmerica Financial Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

 514936103

--------------------------------------------------------------------------------
(CUSIP Number)

 December 31, 2008
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:                                                              

[-]  Rule 13d-1(b)                                          

[X]  Rule 13d-1(c)                                          

[-]  Rule 13d-1(d)                                          

SC 13G 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 514936103                                                             
---------                                                   

1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            

Waterstone Asset Management, LLC (1)                                  

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [-]
                                                          (b)  [X]

3.   SEC USE ONLY                                                               

4.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

5.   SOLE VOTING POWER                                                          

0                                                                     

6.   SHARED VOTING POWER                                                        

1,356,381                                                             

7.   SOLE DISPOSITIVE POWER                                                     

0                                                                     

8.   SHARED DISPOSITIVE POWER                                                   

1,356,381                                                             

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,356,381                                                             

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       

                                                                       [-]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

8.06%                                                                 

12.  TYPE OF REPORTING PERSON                                                   

OO                                                                    

----------                                                                      

(1) Waterstone Asset Management, LLC may be deemed to be the beneficial owner of
such  securities by virtue of its role as the general  partner of the investment
manager of the investment fund which owns such securities.                      

SC 13G 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 514936103                                                             
---------                                                   

1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            

Waterstone Market Neutral Master Fund, Ltd.                           

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                          (a)  [-]
                                                          (b)  [X]

3.   SEC USE ONLY                                                               

4.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Cayman Islands                                                        

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

5.   SOLE VOTING POWER                                                          

0                                                                     

6.   SHARED VOTING POWER                                                        

1,356,381                                                             

7.   SOLE DISPOSITIVE POWER                                                     

0                                                                     

8.   SHARED DISPOSITIVE POWER                                                   

1,356,381                                                             

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,356,381                                                             

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

                                                                     [-]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

8.06%                                                                 

12.  TYPE OF REPORTING PERSON*                                                  

CO                                                                    

SC 13G 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 514936103                                                             
---------                                                   

1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            

Waterstone Capital Offshore Advisors, LP (2)                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  [-]
                                                          (b)  [X]

3.   SEC USE ONLY                                                               

4.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

5.   SOLE VOTING POWER                                                          

0                                                                     

6.   SHARED VOTING POWER                                                        

1,356,381                                                             

7.   SOLE DISPOSITIVE POWER                                                     

0                                                                     

8.   SHARED DISPOSITIVE POWER                                                   

1,356,381                                                             

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,356,381                                                             

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       

                                                                       [-]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

8.06%                                                                 

12.  TYPE OF REPORTING PERSON                                                   

PN                                                                    

(2) Waterstone Capital Offshore Advisors, LP may be deemed to be the beneficial 
owner of such securities by virtue of its role as the investment manager of the 
investment fund which owns such securities.                                     

--------------------------------------------------------------------------------

SC 13G 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 514936103                                                             
---------                                                   

Item 1(a).  Name of Issuer:                                                     

LandAmerica Financial Group, Inc.                       
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:                    

5600 Cox Road                                           
Glen Allen, Virginia                                    
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:                                              

Waterstone Asset Management, LLC                        
Waterstone Market Neutral Master Fund, Ltd.             
Waterstone Capital Offshore Advisors, LP                
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:        

Waterstone Asset Management, LLC                        
2 Carlson Parkway, Suite 260                            
Plymouth, Minnesota 55447                               

Waterstone Market Neutral Master Fund, Ltd.             
c/o GlobeOp Financial Services (Cayman) Limited         
P.O. Box 908 GT                                         
Walker House, Mary Street                               
George Town                                             
Grand Cayman, Cayman Islands                            
British West Indies                                     

Waterstone Capital Offshore Advisors, LP                
2 Carlson Parkway, Suite 260                            
Plymouth, Minnesota 55447                               
            --------------------------------------------------------------------

Item 2(c).  Citizenship:                                                        

     Waterstone Asset Management, LLC - Delaware limited liability
company                                             
    Waterstone Market Neutral Master Fund, Ltd. - Cayman Islands
exempted company                                    
   Waterstone Capital Offshore Advisors, LP - Delaware limited
partnership                                         
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:                                       

Common Stock                                            
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:                                                       

514936103                                               
            --------------------------------------------------------------------

Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:           

    (a) [-]  Broker or dealer registered under Section 15 of the Exchange Act.

(b) [-]  Bank as defined in Section 3(a)(6) of the Exchange Act.      

    (c) [-]  Insurance  company as defined in Section 3(a)(19) of the Exchange
Act.                                                

    (d) [-]  Investment  company  registered under Section 8 of the Investment
Company Act.                                        

    (e) [-]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

    (f) [-]  An employee  benefit plan or endowment  fund in  accordance  with
Rule 13d-1(b)(1)(ii)(F);                            

    (g) [-]  A parent  holding  company or control  person in accordance  with
Rule 13d-1(b)(1)(ii)(G);                            

    (h) [-]  A savings  association  as defined in Section 3(b) of the Federal
Deposit Insurance Act;                              

    (i) [-]  A  church  plan  that  is  excluded  from  the  definition  of an
             investment  company  under  Section  3(c)(14)  of the  Investment
Company Act;                                        

(j) [-]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).           

Item 4.  Ownership.                                                             

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.       

(a)  Amount beneficially owned:                                       

Waterstone Asset Management, LLC - 1,356,381 shares         
  Waterstone Market Neutral Master Fund, Ltd. - 1,356,381 shares
Waterstone Capital Offshore Advisors, LP - 1,356,381 shares 
          ----------------------------------------------------------------------

(b)  Percent of class:                                                

Waterstone Asset Management, LLC - 8.06%                    
Waterstone Market Neutral Master Fund, Ltd. - 8.06%         
Waterstone Capital Offshore Advisors, LP - 8.06%            
          ----------------------------------------------------------------------

(c)  Number of shares as to which such person has:                    

(i)   Sole power to vote or to direct the vote              

Waterstone Asset Management, LLC - 0            
Waterstone Market Neutral Master Fund, Ltd. - 0 
Waterstone Capital Offshore Advisors, LP - 0    
-------------------------------------------------------------------------------,

(ii)  Shared power to vote or to direct the vote            

Waterstone Asset Management, LLC - 1,356,381    
       Waterstone Market Neutral Master Fund, Ltd. - 1,356,381
    Waterstone Capital Offshore Advisors, LP - 1,356,381
-------------------------------------------------------------------------------,

(iii) Sole power to dispose or to direct the                

Waterstone Asset Management, LLC - 0            
Waterstone Market Neutral Master Fund, Ltd. - 0 
Waterstone Capital Offshore Advisors, LP - 0    
-------------------------------------------------------------------------------,

(iv)  Shared power to dispose or to direct the              
disposition of                                  
Waterstone Asset Management, LLC - 1,356,381    
       Waterstone Market Neutral Master Fund, Ltd. - 1,356,381
    Waterstone Capital Offshore Advisors, LP - 1,356,381
-------------------------------------------------------------------------------.

Item 5.  Ownership of Five Percent or Less of a Class.                          

 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 [ ].                

N/A                                                           
         -----------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.       

   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 five 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.       

N/A                                                           
         -----------------------------------------------------------------------

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
Person.                                                       

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.                                  

N/A                                                           
         -----------------------------------------------------------------------

SC 13G 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
Item 8.  Identification  and  Classification  of Members of the Group.          

     If a group has filed this schedule pursuant to s.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 s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the     
identity of each member of the group.                                           

N/A                                                           
         -----------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.                                        

     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.                         

N/A                                                         
          ----------------------------------------------------------------------

Item 10.  Certifications.                                                       

  By signing below the Reporting Person certifies that, to the best of his
knowledge and belief, the securities referred to above 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 such purpose or
effect.                                                                         

SC 13G 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
 SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

                              January 30, 2009
                               ---------------------------------------
                            (Date)

                          WATERSTONE ASSET MANAGEMENT, LLC *

             By: /s/ Martin Kalish
                               -------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

                                   WATERSTONE MARKET NEUTRAL MASTER FUND, LTD.

                             By:  WATERSTONE ASSET MANAGEMENT, LLC
                                   General Partner of its investment
         manager

              By:  /s/ Martin Kalish
                              --------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

                                  WATERSTONE CAPITAL OFFSHORE ADVISORS, LP *

                             By:  WATERSTONE ASSET MANAGEMENT, LLC
                                   General Partner of its investment
         manager

               By:   /s/ Martin Kalish
                                --------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

* The Reporting Persons disclaim beneficial ownership over the securities       
reported herein except to the extent of the reporting persons' pecuniary        
interest therein.                                                               

SC 13G Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
                                                                   EXHIBIT A

 AGREEMENT

The undersigned agree that this Schedule 13G dated January 30, 2009   
relating to the Common Stock of LandAmerica Financial Group, Inc. shall be filed
on behalf of the undersigned.                                                   

                          WATERSTONE ASSET MANAGEMENT, LLC *

             By: /s/ Martin Kalish
                               -------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

                                   WATERSTONE MARKET NEUTRAL MASTER FUND, LTD.

                             By:  WATERSTONE ASSET MANAGEMENT, LLC
                                   General Partner of its investment
         manager

              By:  /s/ Martin Kalish
                              --------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

                                  WATERSTONE CAPITAL OFFSHORE ADVISORS, LP *

                             By:  WATERSTONE ASSET MANAGEMENT, LLC
                                   General Partner of its investment
         manager

               By:   /s/ Martin Kalish
                                --------------------------------
           Name: Martin Kalish
                      Title: Chief Financial Officer

SK 21823 0002 959792

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

Filed on:	1/30/09	7	8	8-K
	12/31/08	1		11-K, 13F-HR, 8-K, NT 10-K
				List all Filings

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Filing Submission 0000919574-09-001380 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Waterstone Asset Management, LLC – ‘SC 13G’ on 1/30/09 re: Landamerica Financial Group Inc

On: Friday, 1/30/09, at 2:03pm ET · Accession #: 919574-9-1380 · File #: 5-42082

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Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
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