Executive Chairman Berkley William R was granted 120,430 shares and covered exercise/tax liability with 4,604 shares, increasing direct ownership by 0.68% to 17,252,917 units (SEC Form 4)
$WRB
Property-Casualty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BERKLEY W R CORP [ WRB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/15/2024 | A | 120,430(1)(2) | A | $0 | 17,257,521(3) | D | |||
| Common Stock | 08/15/2024 | F | 4,604(4) | D | $57.75 | 17,252,917(5) | D | |||
| Common Stock | 67,069,033(6) | I | By WR Berkley & Others LLC | |||||||
| Common Stock | 1,350,000(7) | I | By William R. Berkley 2011 GST Trust | |||||||
| Common Stock | 204,364(8) | I | By spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 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. |
| William R. Berkley | 08/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||