- Statement of Changes in Beneficial Ownership (4)
November 24 2010 - 2:25PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BAILY JOHN THOMAS
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2. Issuer Name
and
Ticker or Trading Symbol
NYMAGIC INC
[
NYM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
919 THIRD AVENUE, 10TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/23/2010
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/23/2010
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D
(1)
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6109
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A
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$25.75
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0
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D
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Common Stock Deferred Share Units
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11/23/2010
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D
(2)
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11246
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D
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$25.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$18.69
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11/23/2010
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D
(3)
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10000
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3/12/2007
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3/12/2013
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Common Stock
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10000
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$18.69
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0
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D
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Explanation of Responses:
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(
1)
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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 Compamy"), dated July15, 2010, which provided 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 MergerSub) converted into the right to receive $25.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration")
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(
2)
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as of the effective time of Merger, each restricted stock unit, wether 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 an amount of cash, equal to (A) the number of shares Company of common stock insurable upon conversion of such company RSU, company DSU or 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.
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(
3)
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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 exercising price payable in respect of such Company Shares subject to such Company option and any required withholding taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAILY JOHN THOMAS
919 THIRD AVENUE
10TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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Paul J. Hart, Attorney-in-Fact
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11/24/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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