FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TPG Advisors VI, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/15/2010 

3. Issuer Name and Ticker or Trading Symbol

NYMAGIC INC [NYM]

(Last)        (First)        (Middle)

C/O TPG CAPITAL, L.P.,, 301 COMMERCE STREET, SUITE 3300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

FORT WORTH, TX 76102       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
common stock, par value $1.00 per share ("Common Stock")   0   I   See Explanation of Responses   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  As an inducement for ProSight Specialty Insurance Holdings, Inc., a Delaware corporation ("Parent") and PSI Merger Sub Inc., a New York corporation and wholly-owned subsidiary of Parent ("Merger Sub") to enter into the Agreement and Plan of Merger with NYMAGIC, Inc., a New York corporation ("Issuer"), dated as of July 15, 2010 ("Merger Agreement"), certain shareholders of the Issuer (each a "Committed Stockholder" and collectively, the "Committed Stockholders") holding 3,878,736 shares of the Issuer's Common Stock (the "Shares"), each entered into a separate shareholders agreement (together, the "Shareholders Agreements") with Parent and Merger Sub, pursuant to which the Committed Stockholders agreed to vote their Shares in favor of approving and adopting the Merger Agreement and the transactions contemplated by the Merger Agreement.
( 2)  David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors VI, Inc. ("TPG Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"). TPG Advisors VI is the sole general partner of ProSight TPG, L.P., a Delaware limited partnership, which owns 49.9% of the equity of ProSight Specialty Insurance Group, Inc., a Delaware corporation ("ProSight Group"), which owns 100% of the equity of Parent.
( 3)  The Reporting Persons may, as a result of the Shareholders Agreements and their relationship to ProSight Group, be deemed to have shared voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an aggregate of 3,878,736 shares of Common Stock, representing approximately 44.1% of the Issuer's outstanding shares of Common Stock (assuming 8,799,513 shares of Common Stock outstanding as of July 14, 2010 which includes 8,499,513 shares of Common Stock and 300,000 shares of Common Stock issuable upon conversion of options held by a certain stockholder of the Issuer).
( 4)  Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of Common Stock referred to herein, and such beneficial ownership is expressly disclaimed. None of the Reporting Persons have any pecuniary interest in the Common Stock and therefore do not have beneficial ownership of any shares of Common Stock within the meaning of Rule 16a-1(a)(2) of the Exchange Act.

Remarks:
5 The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

6 Ron Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which are attached hereto as exhibits.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TPG Advisors VI, Inc.
C/O TPG CAPITAL, L.P.,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

X

BONDERMAN DAVID
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

X
Former 10% Owner
COULTER JAMES G
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

X
Former 10% Owner

Signatures
By: Ron Cami, Vice President, TPG Advisors VI. (5) 7/26/2010
** Signature of Reporting Person Date

By: Ron Cami, on behalf of David Bonderman (5) (6) 7/26/2010
** Signature of Reporting Person Date

By: Ron Cami, on behalf of James G. Coulter (5) (6) 7/26/2010
** 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 5(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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