SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Kirby Jefferson

(Last)

(First)

(Middle)

ALLEGHANY CORPORATION

1411 BROADWAY, 34TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/19/2022		D⁽¹⁾		93,760.82⁽⁴⁾	D	⁽²⁾⁽³⁾	0	D
Common Stock	10/19/2022		D⁽¹⁾		159,097	D	⁽²⁾	0	I	Held by trusts w. reporting person as co-trustee and beneficiary
Common Stock	10/19/2022		D⁽¹⁾		23,707	D	⁽²⁾	0	I	Held by trust w. reporting person as co-trustee and beneficiaries as reporting person's descendants
Common Stock	10/19/2022		D⁽¹⁾		24,886	D	⁽²⁾	0	I	Held by trusts w. reporting person as trustee and beneficiaries as reporting person's children
Common Stock	10/19/2022		D⁽¹⁾		27,586	D	⁽²⁾	0	I	Held by trust w. reporting person as trustee and beneficiary
Common Stock	10/19/2022		D⁽¹⁾		3,853⁽⁵⁾	D	⁽²⁾	0	I	Held by trust w. reporting person as trustee and beneficiaries as reporting person's descendants
Common Stock	10/19/2022		D⁽¹⁾		19	D	⁽²⁾	0	I	Held by reporting person's spouse
Common Stock	10/19/2022		D⁽¹⁾		182⁽⁶⁾	D	⁽²⁾	0	I	Held by reporting person's children sharing the same household

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Disposition pursuant to the merger (the "Merger") of O&M Acquisition Corp. with and into Alleghany Corporation ("Alleghany"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 20, 2022, by and among Alleghany, Berkshire Hathaway Inc. and O&M Acquisition Corp.

2. At the effective time of the Merger, each share of Alleghany common stock was converted into the right to receive $848.02 in cash, without interest (the "Merger Consideration").

3. At the effective time of the Merger, each restricted stock unit that was not subject to any performance-based vesting requirements granted to non-employee directors under Alleghany's directors' stock plans ("Director RSU") was cancelled and converted into the right to receive an amount equal to the Merger Consideration at the time specified in the applicable plan and award agreement or applicable deferral election, subject to the terms set forth in the Merger Agreement.

4. Includes 832.82 shares of Alleghany common stock underlying Mr. Kirby's Director RSUs.

5. Reflects transfer of ownership from trust to personal holdings.

6. Reflects that a child of the reporting person has left his household.

Remarks:

	/s/ Christopher K. Dalrymple, Attorney-in-Fact	10/21/2022
	** 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.

SEC Form 4: Kirby Jefferson returned 333,091 shares to the company, closing all direct ownership in the company