BERKLEY W R CORP — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2011-12-30

Reporting Person: BERKLEY WILLIAM R JR (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	M	50000	$11.39	Acquired	809302	Direct
2011-12-30	Common Stock	F	30969	$34.46	Disposed	778333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Employee Stock Option (Right to Buy)	$11.39	M	50000	Disposed	2012-04-03	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250000	Indirect

Footnotes

F1: This stock option grant, dated April 3, 2002, was originally reported as covering 40,000 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 and tax liability by delivering or withholding such shares incident to the exercise of the stock option grant.

F3: Includes 446,250 RSUs, 146,250 of which have vested (the receipt of which have been deferred) and the balance of which are scheduled to vest as follows: 150,000 on December 17, 2012; and 150,000 on March 2, 2015.

F4: Stock option grant vested in four equal installments on April 3, 2005, April 3, 2006, April 3, 2007 and April 3, 2008.