| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NYMAGIC INC [ NYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2010 | ||||||||||||||||||||||||||
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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 | 11/23/2010 | D(1) | 80,100 | D | $25.75 | 0 | D | |||
| Common Stock -Deferred Share Units | 11/23/2010 | D(2) | 6,395 | D | $25.75 | 0 | D | |||
| Common Stock-Restricted Share Units | 11/23/2010 | D(2) | 1,000 | D | $25.75 | 0 | D | |||
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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 | ||||||||
| stock option | $15 | 11/23/2010 | D(3) | 10,000 | 05/21/2010 | 05/21/2011 | common stock | 10,000 | $15 | 0 | D | ||||
| Stock Option | $21.94 | 11/23/2010 | D(3) | 10,000 | (3) | (3) | common stock | 10,000 | $21.94 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger by and among ProSight Specialty Insurance Holdings, Inc. ("ProSight"),PSI Merger Sub Inc. ("MergerSub") 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 sudsidiary of ProSight and Would cease to be an independent publicly-traded company (th "Merger"). The merger became effective on November 23, 2010 at the effective time of the Merger, each outstanding share of the companies common stock ( other than shares owned by the Company, its subsidiaries, ProSight or Merger Sub)convereted into the right to receive $25.75 in cash, without interest and less any applicable withholding taxes. (the"Merger Consideration"). |
| 2. As of the effective time of the Merger,eacfh 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 thev right to receive an 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. |
| 3. These options which became exercisable as to 5,000 on May 21, 2010 and as to 5,000 on November 23, 2010 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") the 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 excessw, if any of (i) the Merger Consideration over (ii) the exersice price payable in respect of such company option and any required withholding taxes |
| Paul J. Hart, Attorney-In-Fact | 11/24/2010 | |
| ** 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. | ||