Joseph Patrick Brandon - Oct 19, 2022 Form 4 Insider Report for ALLEGHANY CORP /DE (Y)

Role: President and CEO, Director
Signature: /s/ Christopher K. Dalrymple, Attorney-in-Fact
Stock symbol: Y
Transactions as of: Oct 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/21/2022, 04:57 PM
Previous filing: Mar 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	Y	Common Stock	Disposed to Issuer		-31.9K	-100%		0	Oct 19, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	Y	Restricted Stock Units	Disposed to Issuer		-1.15K	-100%		0	Oct 19, 2022	Common Stock	1.15K		Direct	F3, F4, F5
transaction	Y	Phantom Stock	Disposed to Issuer		-2.39K	-100%		0	Oct 19, 2022	Common Stock	2.39K		Direct	F2, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph Patrick Brandon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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").
F3	1-for-1.
F4	Disposition pursuant to the Merger; at the effective time of the Merger, each restricted stock unit that was not subject to any performance-based vesting requirements ("RSU") was cancelled and converted into the right to receive an amount equal to the Merger Consideration, less any required withholding taxes, within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date, subject to the terms set forth in the Merger Agreement.
F5	Represents number of shares of Alleghany common stock underlying Mr. Brandon's RSUs.
F6	Each phantom stock unit is the economic equivalent of one share of Alleghany common stock. Disposition pursuant to the Merger; at the effective time of the Merger, the phantom stock units were deemed reinvested into the notional prime rate election alternative under Alleghany's deferred compensation plan, with the amount reinvested being equal to the number of phantom stock units held immediately prior to the effective time of the Merger multiplied by the Merger Consideration.