SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

BERKLEY WILLIAM R

(Last)

(First)

(Middle)

W. R. BERKLEY CORPORATION

475 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BERKLEY W R CORP [ WRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2011		M		525,000	A	$9.34⁽¹⁾	5,332,828	D
Common Stock	03/10/2011		F		319,078⁽²⁾	D	$29.89	5,013,750	D
Common Stock	03/11/2011		M		500,000	A	$9.34⁽¹⁾	5,513,750	D
Common Stock	03/11/2011		F		303,764⁽²⁾	D	$29.93	5,209,986⁽³⁾	D
Common Stock								8,913,016	I	By William R. Berkley LLC
Common Stock								8,724,542	I	By Berkley Peninsula LLC
Common Stock								656,323	I	By William R. Berkley 2009 GRAT
Common Stock								530,510	I	By William R. Berkley 2009 GRAT No. 2
Common Stock								1,000,000	I	By Wlliam R. Berkley 2009 GRAT No. 3
Common Stock								1,000,000	I	By William R. Berkley 2010 GRAT
Common Stock								60,553	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$9.34⁽¹⁾	03/10/2011		M			525,000⁽¹⁾	⁽⁴⁾	03/13/2011	Common Stock	525,000⁽¹⁾	$0	500,000	D
Employee Stock Option (Right to Buy)	$9.34⁽¹⁾	03/11/2011		M			500,000⁽¹⁾	⁽⁴⁾	03/13/2011	Common Stock	500,000⁽¹⁾	$0	0	D

Explanation of Responses:

1. This stock option grant, dated March 13, 2001, was originally reported as covering 400,000 shares with an exercise price of $47.28125 and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006.

2. Represents payment of exercise price and tax liability by delivering or withholding such shares incident to the exercise of the stock option grant.

3. 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. Also reflects the transfer of 2,742,934 shares of common stock from the Reporting Person to Berkley Peninsula LLC which transfer was made since the date of the Reporting Person's last report.

4. Stock option grant vested in four equal installments on March 13, 2004, March 13, 2005, March 13, 2006 and March 13, 2007.

Remarks:

	William R. Berkley	03/11/2011
	** 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.
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