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 (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	M	100000	$11.39	Acquired	6209994	Direct
2011-12-30	Common Stock	F	61939	$34.46	Disposed	6148055	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	100000	Disposed	2012-04-03	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8913016	Indirect
Common Stock	8724542	Indirect
Common Stock	346145	Indirect
Common Stock	658366	Indirect
Common Stock	773115	Indirect
Common Stock	250000	Indirect
Common Stock	60553	Indirect

Footnotes

F1: This stock option grant, dated April 3, 2002, was originally reported as covering 75,000 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 1,573,125 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; and 300,000 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.