SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* IACOPELLI THOMAS JOHN (Last) (First) (Middle) C/O NYMAGIC INC 919 THIRD AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NYMAGIC INC [ NYM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP/CFO
	3. Date of Earliest Transaction (Month/Day/Year) 11/23/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/24/2010	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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
Common Stock	11/23/2010		D(1)		3,050	D	$25.75	0	D
Common Stock- Restricted Share Units	11/23/2010		D(2)		20,000	D	$25.75	0	D

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 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
Stock option	$14.47	11/23/2010		D(3)		12,500		09/18/2006	09/18/2012	Common Stock	12,500	$14.47	0	D
Stock Option	$17.67	11/23/2010		D(3)		5,000		03/01/2005	03/01/2011	Common Stock	5,000	$17.67	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among ProSight Specialty Insurance Holdings, Inc.("ProSight"), PSI Merger Sub Inc. ("Merger Sub") and NYMAGIC, INC. (the "Company"), dated as of July 15, 2010, which provided for a Merger in which the company would become wholly-owned subsidiary of ProSight and Would cease to be an independent, publicly traded company (the"Merger"). The Merger becameeffective on November 23,2010. at the effective time of the Merger, each outstanding share of the company's common stock (other than shares owned by the Company, its subsidiaries, ProSight or Merger Sub)converted into the right to receive $25.75 in cash without interest and less any applicable withholding taxes (the "Merger Consideration").

2. As of the effective time of the Merger, each restricted stock unit, whether vested or unvested ("Company RSU"), each deferred stock unit ("Company DSU") and each performance stock unit for which the performance target have been achieved ("Company PSU") were cancelled and converted into the right to receive an amount of cash, equal to (A) the number of shares of company common stock issuable upon conversion of such company RSU, Company DSU, or Company PSU multiplied by the Merger Consideration, plus (B) any interest and the value of any dividend rights credited with respect to any such Company RSU< Company DSU< or Company PSU minus (C) any required withholding taxes.

3. These options were cancelled, terminated and converted into the right to receive a cash amount equal to the Option Consideration for each share of common stock of the Company ("CompanyShare") then subject to the right to acquire Company Shares (the "Company Option"). "Option Condsideration" Means with respect to any Company Share subject to a particular Company Option, an amount equal to the excess, if any, of (i) the Merger consideration over (ii) the exercise price payable in respect of such company shares subject to such Company Option and any required withholding taxes.

	Paul J. Hart	11/29/2010
	** Signature of Reporting Person	Date
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