UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 68, 2012 (November 6, 2012)

ONEBEACON INSURANCE GROUP, LTD.		ONEBEACON U.S. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

Bermuda		Delaware
(State or other jurisdiction of incorporation)		(State or other jurisdiction of incorporation)

1-33128		333-73012-04
(Commission File Number)		(Commission File Number)

98-0503315		52-2272489
(IRS Employer Identification Number)		(IRS Employer Identification Number)

601 Carlson Parkway		601 Carlson Parkway
Minnetonka, Minnesota 55305		Minnetonka, Minnesota 55305
(952) 852-2431		(952) 852-2431
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule lea-12 under the Exchange Act (17 C.F.R. 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

InOn ~~accordance~~November 6, ~~with~~2012, ~~General~~OneBeacon ~~Instruction B~~U.2S. ~~of Form 8-K~~Holdings, Inc. (the ~~following~~“Company”) ~~information~~and ~~shall~~OneBeacon ~~not~~Insurance beGroup, Ltd., ~~deemed~~as toa beguarantor (the “~~filed~~Guarantor”), ~~for~~entered ~~purposes~~into ofan ~~Section 18~~underwriting ofagreement (the “Underwriting Agreement”) with Barclays Capital Inc., HSBC Securities ~~Exchange~~(USA) ~~Act~~Inc. ofand ~~1934~~Merrill Lynch, asPierce, ~~amended~~Fenner & Smith Incorporated, ~~nor~~as ~~shall~~the itrepresentatives beof ~~deemed~~the ~~incorporated~~underwriters bylisted ~~reference~~on inSchedule ~~any~~I ~~filing~~thereto ~~under~~(collectively, the ~~Securities~~“Underwriters”), ~~Act~~with respect to the Company’s issue and sale of ~~1933~~$275,000,000 asprincipal ~~amended~~amount of its 4. ~~OneBeacon~~600% ~~Insurance~~Senior ~~Group, Ltd~~Notes due 2023. (The offering is being made pursuant to the “Company”)’s ~~and~~effective ~~OneBeacon~~registration U.statement on Form S.-3 ~~Holdings,~~filed on June ~~Inc~~13, 2011 (No. 333-174867-04) (the “~~Issuer~~Registration Statement”) ~~disclaim~~filed ~~any~~with ~~intention~~the orSecurities ~~obligation~~and toExchange ~~update~~Commission or(the ~~revise this information~~“Commission”).

~~Attached~~The asUnderwriting ~~Exhibit 99.1~~Agreement ~~and~~contains ~~incorporated~~customary ~~herein by reference~~representations, iswarrantees aand ~~copy~~agreements ofby the Company’s ~~press~~and ~~release~~the ~~dated~~Guarantor ~~November 6,~~and ~~2012,~~customary ~~announcing~~conditions ~~that the Issuer intends~~ to ~~commence~~closing, anindemnification ~~offering~~obligations of ~~senior notes due 2022. The senior notes will be sold pursuant to~~ the ~~Issuer’s and the~~ Company’s, ~~shelf registration statement and~~ the ~~prospectus~~Guarantor ~~on file with the Securities~~ and ~~Exchange Commission. The managing underwriters and joint book-running managers for~~ the ~~transaction are Barclays Capital Inc.~~Underwriters, ~~Merrill~~including ~~Lynch,~~for ~~Pierce,~~liabilities ~~Fenner &~~under ~~Smith~~the ~~Incorporated and HSBC~~ Securities ~~(USA)~~Act ~~Inc. The Company intends to use the proceeds~~ of ~~the offering~~1933, ~~plus~~as ~~cash on hand and cash from short-term investments~~amended, toother ~~redeem~~obligations ~~all~~ of the ~~Issuer’s~~parties ~~outstanding~~and ~~5.875%~~termination ~~Senior Notes due 2013~~provisions.

The Company maintains ordinary banking and commercial relationships with certain of the Underwriters and their affiliates, for which they receive customary fees.

The offering is more fully described in the prospectus supplement, dated November 6, 2012 and filed with the Commission on November 8, 2012, to the prospectus filed with the Commission on June 13, 2011 as part of the Registration Statement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
25.3		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of the The Bank of New York Mellon Trust Company, N.A. under the OneBeacon U.S. Holdings, Inc. Senior Indenture (hereby incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-174867) originally filed with the Securities and Exchange Commission on June 13, 2011).
1.1		Underwriting Agreement dated November 6, 2012, among OneBeacon U.S. Holdings, Inc., OneBeacon Insurance Group, Ltd. and Barclays Capital Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters.
99.1		Press Release dated November 6, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONEBEACON INSURANCE GROUP, LTD.
	ONEBEACON U.S. HOLDINGS, INC.
		By:	/s/ Paul H. McDonough
			Name:	Paul H. McDonough
			Title:	Chief Financial Officer
Date: November 6, 2012

	ONEBEACON INSURANCE GROUP, LTD.
	ONEBEACON U.S. HOLDINGS, INC.

By:	/s/ Paul H. McDonough
	Name:	Paul H. McDonough
	Title:	Chief Financial Officer

Date: November 8, 2012

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
25.3		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of the The Bank of New York Mellon Trust Company, N.A. under the OneBeacon U.S. Holdings, Inc. Senior Indenture (hereby incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-174867) originally filed with the Securities and Exchange Commission on June 13, 2011).
1.1		Underwriting Agreement dated November 6, 2012, among OneBeacon U.S. Holdings, Inc., OneBeacon Insurance Group, Ltd. and Barclays Capital Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters.
99.1		Press Release dated November 6, 2012.

Filing Compare · OneBeacon U.S. Holdings, Inc.