FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brandon Joseph Patrick
2. Issuer Name and Ticker or Trading Symbol

ALLEGHANY CORP /DE [ Y ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

ALLEGHANY CORPORATION, 1411 BROADWAY, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/3/2019
(Street)

NEW YORK, NY 10018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/3/2019    M(4)    916  A $0 (4) 25245  D 
 
Common Stock  9/3/2019    D(4)    916  D $748.315 (4) 24329  D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units   (1) 9/3/2019    M        916 (2)   (3)  (3) Common Stock  916  $0  0  D 
 

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of the registrant's Common Stock or a payment in cash in respect of such restricted stock unit in an amount equal to the fair market value of one share of the registrant's Common Stock on the applicable vesting date. Total ownership reflects an immaterial correction to the amount previously reported.
(2)  Pursuant to the applicable agreement between the registrant and the reporting person, when the registrant pays a cash dividend on its Common Stock, the reporting person is credited with a corresponding dividend on his restricted stock units in the form of additional restricted stock units. As a result, this includes 14 restricted stock units received as dividends in connection with a special cash dividend of $10.00 per share of common stock paid on March 15, 2018.
(3)  15% of the restricted stock units vested on each of the first six anniversaries of the date of grant and the remaining 10% of the restricted stock units vested on the seventh anniversary of the date of grant.
(4)  Settlement of 916 restricted stock units for $685,456.54 in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brandon Joseph Patrick
ALLEGHANY CORPORATION
1411 BROADWAY, 34TH FLOOR
NEW YORK, NY 10018


Executive Vice President

Signatures
/s/ Joseph P. Brandon 9/3/2019
**Signature of Reporting Person Date


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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 control number.
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