BERKLEY W R CORP — Director's Dealing 2012

Mar 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2012-03-19

Reporting Person: LEDERMAN IRA S (SVP, General Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock	M	46954	$11.39	Acquired	189495	Direct
2012-03-19	Common Stock	F	3791	$36.28	Disposed	185704	Direct
2012-03-19	Common Stock	S	20660	$35.8243	Disposed	165044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-19	Employee Stock Option (Right to Buy)	$11.39	M	46954	Disposed	2012-04-03	Common Stock (46954)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66702	Indirect
Common Stock	73797	Indirect

Footnotes

F1: This stock option grant, dated April 3, 2002, was originally reported as covering 15,000 shares with an exercise price of $57.67 and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006.

F2: Represents payment of exercise price by delivering such shares incident to the exercise of the stock option grant.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.78 to $35.88, inclusive. The Reporting Person undertakes to provide to W. R. Berkley Corporation, any security holder of W. R. Berkley Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each sepaerate price within the range set forth in this footnote to this Form 4.

F4: Includes 128,750 restricted stock units, 78,750 of which have vested (the receipt of which has been deferred), and the balance of which are scheduled to vest as follows: 25,000 on December 17, 2012; and 25,000 on March 2, 2015. Also reflects the distribution of 3,791 shares of common stock from the Ira S. Lederman Living Trust to the Reporting Person since the date of the Reporting Person's last report.

F5: Stock option grant vested in four equal installments on April 3, 2005, April 3, 2006, April 3, 2007 and April 3, 2008.