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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERKLEY WILLIAM R W. R. BERKLEY CORPORATION 475 STEAMBOAT ROAD GREENWICH, CT 06830 |
X | X | Executive Chairman | |
| William R. Berkley | 08/19/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On July 10, 2024, the Company's common stock split on a 3-for-2 basis (the "Stock Split"). The number of securities acquired, disposed of, or beneficially owned reported on this Form reflect such Stock Split. |
| (2) | Represents the vesting of tranches of shares of common stock underlying performance-based restricted stock units ("RSUs") granted in 2019, 2020 and 2021 under the W. R. Berkley Corporation 2018 Stock Incentive Plan for the three-year performance period ending June 30, 2024 (consisting of 37,826 shares; 43,766 shares; and 38,838 shares, respectively). |
| (3) | Includes an increase of 5,712,363 shares of common stock beneficially owned by the reporting person resulting from the Stock Split, including 2,465,161 shares of common stock underlying vested RSUs (the receipt of which has been deferred) and does not include shares of common stock underlying unvested performance-based RSUs. |
| (4) | Represents payment of tax liability by withholding securities incident to the vesting of RSUs. |
| (5) | Includes 7,511,309 shares of common stock underlying vested RSUs (the receipt of which has been deferred) and does not include shares of common stock underlying unvested performance-based RSUs. |
| (6) | Includes an increase of 22,356,344 shares of common stock beneficially owned resulting from the Stock Split. |
| (7) | Includes an increase of 450,000 shares of common stock beneficially owned resulting from the Stock Split. |
| (8) | Includes an increase of 68,121 shares of common stock beneficially owned resulting from the Stock Split. |