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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BERKLEY W R CORP [ WRB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 12/31/2010 | M | 1,000,000 | A | $9.34(1) | 8,174,660 | D | |||
Common Stock | 12/31/2010 | F | 623,898 | D | $27.41 | 7,550,762(2) | D | |||
Common Stock | 8,913,016 | I | By William R. Berkley LLC | |||||||
Common Stock | 5,981,608 | I | By Berkley Peninsula LLC | |||||||
Common Stock | 656,323 | I | By William R. Berkley 2009 GRAT | |||||||
Common Stock | 530,510 | I | By William R. Berkley 2009 GRAT No. 2 | |||||||
Common Stock | 1,000,000 | I | By Wlliam R. Berkley 2009 GRAT No. 3 | |||||||
Common Stock | 1,000,000 | I | By William R. Berkley 2010 GRAT | |||||||
Common Stock | 60,553 | I | By spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Employee Stock Option (Right to Buy) | $9.34(1) | 12/31/2010 | M | 1,000,000(1) | (3) | 03/13/2011 | Common Stock | 1,000,000(1) | $0 | 1,025,000 | D |
Explanation of Responses: |
1. This stock option grant, dated March 13, 2001, was originally reported as covering 400,000 shares with an exercise price of $47.28125 and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006. |
2. Includes 1,573,125 restricted stock units, 973,125 of which have vested (the receipt of which have been deferred) and the balance of which are scheduled to vest as follows: 300,000 on December 17, 2012; and 300,000 on March 2, 2015. Also reflects the distribution of 343,677 shares of common stock to the Reporting Person from the William R. Berkley 2009 GRAT and the distribution of 169,490 shares of common stock to the Reporting Person from the William R. Berkley 2009 GRAT No. 2, both of which distributions were made since the date of the Reporting Person's last report. |
3. Stock option grant vested in four equal installments on March 13, 2004, March 13, 2005, March 13, 2006 and March 13, 2007. |
Remarks: |
William R. Berkley | 01/03/2011 | |
** 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. |