BERKLEY W R CORP — Director's Dealing 2012

Sep 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2012-09-26

Reporting Person: BERKLEY WILLIAM R (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-26	Common Stock	A	250000	—	Acquired	7262697	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8913016	Indirect
Common Stock	8724542	Indirect
Common Stock	530410	Indirect
Common Stock	250000	Indirect
Common Stock	60553	Indirect

Footnotes

F1: Represents restricted stock units granted under the W. R. Berkley Corporation 2012 Stock Incentive Plan that are scheduled to vest on August 7, 2017.

F2: Includes 1,823,125 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, 300,000 on March 2, 2015, and 250,000 on August 7, 2017. Also reflects the distribution of 242,705 shares of common stock from the William R. Berkley 2010 GRAT to the Reporting Person and the distribution of 346,145 shares of common stock from the William R. Berkley 2009 GRAT No. 2 to the Reporting Person (178,170 shares) and to its beneficiary (167,975 shares), which distributions were all made since the date of the Reporting Person's last report.