X0303 4 2010-11-23 1 0000847431 NYMAGIC INC NYM 0001487769 McAndrew Timothy 919 THIRD AVENUE 10TH FLOOR NEW YORK NY 10022 0 1 0 0 EVP Common Stock 2010-11-23 4 D 0 1700 25.75 D 0 D Common Stock - Restricted Shares 2010-11-23 4 D 0 10900 25.75 D 0 D Stock Options 14.47 2010-11-23 4 D 0 10000 14.47 D 2006-09-18 2012-09-18 Common Stock 10000 0 D Disposed of pursuant to the Agreement and Plan of Merger by and among ProSight Specialty Insurance Holdings, Inc. ("ProSight"), PSI Merger Sub Inc. ("Merger Sub") and NYMAGIC, INC. (the "Company"), dated as of July 15, 2010, which provided for a merger in which the Company would become a wholly-owned subsidiary of ProSight and would cease to be an independent, publicly-traded company (the "Merger"). The Merger became effective on November 23, 2010. At the effective time of the Merger, each outstanding share of the Company's common stock (other than shares owned by the Company, its subsidiaries, ProSight or Merger Sub) converted into the right to receive $25.75 in cash, without interest and less any applicable withholding tases (the "Merger Consideration"). As of the effective time of the Merger each Restricted Stock Unit whether vested or unvested ("Company RSU"). Each deferred stock unit ("Company DSU") and each performance stock unit for which the performance target have been achieved ("Company PSU") were cancelled and converted into the right to receive the amount of cash equal to (A) the number of shares of Company common stock issuable upon conversion of such Company RSU, Company DSU or Company PSU multiplied by the Merger Consideration, plus (B) any interest and the value of any dividend rights credited with respect to any such Company RSU, Company DSU or Company PSU minus (C) any required withholding taxes. These options, which provided for vesting were cancelled, terminated and converted into the right to receive a cash amount equal to the Option Consideration for each share of common stock of the Company ("Company Share") then subject to the right to acquire Company Shares (the "Company Option"). "Option Consideration" means, with respect to any Company Share subject to a particular Company Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such Company Shares subject to such Company Option and any required withholding taxes. Paul J. Hart, Attorney-in-Fact 2010-11-24