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 *

MARTINEAU PHILLIP M
2. Issuer Name and Ticker or Trading Symbol

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

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

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

5/11/2020
(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 5/11/2020  A  280 A (1)3541 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Grant of 280 restricted stock units for no cash consideration under the Alleghany Corporation 2015 Directors' Stock Plan, reflecting such number of restricted stock units ("RSUs") equal to $150,000 (as determined by the Board of Directors in accordance with the plan) divided by the average of the closing sales prices of the common stock on the 30 consecutive trading days preceding the grant date as reported by the NYSE.
(2) Under the Alleghany Corporation 2010 Directors' Stock Plan and 2015 Directors' Stock Plan, when the registrant pays a cash dividend on its common stock, each director holding RSUs awarded under such plan(s) is credited with a corresponding dividend on his or her RSUs in the form of additional RSUs. As a result, this reflects 47 RSUs received as dividends in connection with a special cash dividend of $15.00 per share of common stock paid on March 16, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MARTINEAU PHILLIP M
C/O ALLEGHANY CORPORATION
1411 BROADWAY, 34TH FLOOR
NEW YORK, NY 10018
X



Signatures
/s/ Stela Burghart, Attorney-in-Fact5/11/2020
**Signature of Reporting PersonDate

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