SEC FORM 4

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

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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^*

Smith Richard H

(Last)

(First)

(Middle)

29110 INKSTER ROAD, SUITE 100

(Street)

SOUTHFIELD

48034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MERCURY FINANCIAL CORP [ FMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/08/2010		S		20,977⁽¹⁾⁽³⁾	D	$15.03	823,371	D
Common Stock	03/09/2010		S		10,023⁽²⁾⁽³⁾	D	$15	813,348	D
Common Stock	03/09/2010		M		45,880	A	$1.73	859,228	D
Common Stock	03/09/2010		M		48,840	A	$1.62	908,068	D
Common Stock	03/09/2010		M		52,540	A	$1.51	960,608	D
Commo nStock	03/09/2010		M		40,700	A	$1.95	1,001,308	D
Common Stock								1,500	I	By spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.73	03/09/2010		M			45,880	⁽⁴⁾	07/14/2013	Common Stock	45,880	$1.73	0	D
Stock Option (right to buy)	$1.62	03/09/2010		M			48,840	⁽⁴⁾	07/14/2013	Common Stock	48,840	$1.62	0	D
Stock Option (right to buy)	$1.51	03/09/2010		M			52,540	⁽⁴⁾	07/14/2013	Common Stock	52,540	$1.51	0	D
Stock Option (right to buy)	$1.95	03/09/2010		M			40,700	⁽⁴⁾	07/14/2013	Common Stock	40,700	$1.95	0	D

Explanation of Responses:

1. Consists of 97 transactions with prices ranging from $15.00 to $15.16.

2. Consists of 69 transactions priced at $15.00.

3. Shares sold to raise proceeds to fund the exercise of the options reflected in this Form 4.

4. All options fully vested as of October 17, 2006.

	/s/ John A. Marazza, as Attorney-In-Fact	03/10/2010
	** 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).
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