UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15(d) ofOF ~~The~~THE SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported): ~~January~~February 149, 2011

FIRST MERCURY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33077	38-3164336
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
26600 Telegraph Road
Southfield, Michigan		48033
(Address of Principal Executive Offices)		(Zip code)


Delaware (State or other jurisdiction of incorporation)		1-33077 (Commission File Number)		38-3164336 (IRS Employer Identification No.)

~~Check~~26600 ~~the~~Telegraph ~~appropriate~~Road, ~~box~~Southfield, ~~below~~Michigan if(Address ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices) ~~any~~48033 of(Zip ~~the following provisions:~~Code)

Registrant’s telephone number, including area code (800) 762-6837

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 2.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

AOn ~~Special~~February 9, ~~Meeting~~2011, ~~of the Stockholders of~~ First Mercury Financial Corporation, a Delaware corporation (the “Company”), completed its merger (the “Merger”) ~~was held~~with onFairfax ~~January 14,~~Investments ~~2011~~III toUSA ~~consider~~Corp. (“Merger Sub”), a Delaware corporation and ~~vote~~an onindirect wholly-owned subsidiary of Fairfax Financial Holdings Limited, a ~~proposal~~Canadian tocorporation ~~adopt~~(“Fairfax”), pursuant to the Agreement and Plan of Merger, dated as of October 28, 2010, among Fairfax, Merger Sub and the Company, as amended on December 30, 2010 (the “Merger Agreement”). In the Merger, ~~among~~ ~~Fairfax~~each ~~Financial~~share ~~Holdings~~of ~~Limited~~common stock, apar ~~Canadian~~value ~~corporation~~$0.01 per share, of the Company (the “~~Fairfax~~Common Stock”), (other than shares held by Fairfax, ~~Investments~~shares held by the Company in ~~III~~treasury, ~~USA~~or ~~Corp.~~any of their respective subsidiaries, ashares with respect to which appraisal rights were properly exercised under Delaware ~~corporation~~law and anshares ~~indirect~~of ~~wholly~~the ~~owned~~Company’s ~~subsidiary~~restricted stock), was cancelled and automatically converted into the right to receive $16.50 per share in cash, without interest. As a result of ~~Fairfax~~the Merger, Merger Sub merged with and into the Company and, as a result, the Company is now an indirect wholly-owned subsidiary of Fairfax.

~~Adoption~~The ofaggregate ~~the~~purchase ~~Merger~~price ~~Agreement~~paid ~~required~~for ~~that~~all ~~stockholders~~equity securities of the Company ~~representing~~(other atthan ~~least~~shares aheld ~~majority~~by ofFairfax, shares held by the ~~outstanding~~Company ~~shares~~in treasury, or any of ~~the~~their ~~Company’s~~respective ~~common~~subsidiaries, ~~stock~~shares with ~~vote~~respect into ~~favor~~which appraisal rights were properly exercised under Delaware law and shares of the ~~proposal.~~ ~~The~~Company’s ~~final~~restricted ~~vote~~stock) onwas ~~this~~approximately ~~first~~$294 million. ~~matter~~The purchase price was asfunded ~~follows:~~by Fairfax with available cash.

Votes For		Votes Against		Abstentions
14,890,367		8,162		100

Copies of the Merger Agreement and the amendment to the Merger Agreement dated December 30, 2010 are attached hereto as Exhibits 2.1 and 2.2 and are incorporated herein by reference.

~~Since~~A ~~the~~copy ~~votes~~of ~~for~~ the ~~matter~~press ~~constituted~~release ~~approximately~~issued ~~84%~~by ofFairfax ~~the~~on 17February 9,~~752,360~~ ~~outstanding~~2011 ~~shares of~~announcing the ~~Company’s~~consummation ~~common~~of the ~~stock~~Merger asis ofattached ~~December~~hereto as Exhibit ~~13,~~99.1 ~~2010,~~to ~~the~~this ~~record~~Current ~~date~~Report ~~for~~on ~~the~~Form ~~special~~8-K ~~meeting,~~and ~~the~~is ~~Merger~~incorporated ~~Agreement was adopted~~ by ~~the~~reference ~~stockholders~~into ofthis ~~the Company~~Item 2.01.

~~Because~~Item 3.01 ~~the~~Notice ~~proposal~~of toDelisting ~~adopt~~or ~~the~~Failure ~~Merger~~to ~~Agreement~~Satisfy ~~was approved by the Company’s stockholders,~~ a ~~proposal~~ toContinued ~~adjourn~~Listing ~~the~~Rule ~~special meeting, if necessary~~ or ~~appropriate,~~Standard; ~~to solicit additional proxies~~Transfer ~~was~~of ~~not presented to the stockholders~~Listing.

~~Brokers~~In ~~did~~connection ~~not~~with ~~have~~the ~~discretionary~~closing ~~voting~~of ~~authority~~the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on ~~either~~February 9, ~~matter~~2011 ~~and~~that each share of Common Stock (other than shares held by Fairfax, shares asheld aby ~~result~~the Company in treasury, ~~there~~or any of their respective subsidiaries, shares with respect to which appraisal rights were noproperly ~~broker~~exercised ~~non-votes~~under Delaware law and shares of the Company’s restricted stock), was cancelled and automatically converted into the right to receive $16.50 Noper ~~votes~~share ~~were~~in ~~withheld~~cash, ~~for~~without ~~either~~interest. ~~matter~~In connection therewith, the NYSE filed with the Securities and Exchange Commission an application on Form 25 to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Common Stock will be delisted from the NYSE, and trading of the Common Stock on the NYSE has been suspended as of the close of trading on February 9, 2011.

~~SIGNATURE~~Item 3.03 Material Modification to Rights of Security Holders.

~~Pursuant~~Effective toas of the ~~requirements~~closing of the ~~Securities~~Merger, ~~Exchange~~each ~~act~~share of ~~1934,~~Common asStock ~~amended~~(other than shares held by Fairfax, shares held by the Company ~~has~~ ~~duly~~in ~~caused~~treasury, ~~this~~or ~~Report~~any of their respective subsidiaries, shares with respect to bewhich ~~signed~~appraisal onrights ~~its~~were ~~behalf~~properly byexercised under Delaware law and shares of the Company’s ~~undersigned,~~restricted ~~thereunto~~stock) ~~duly~~was ~~authorized.~~cancelled and automatically converted into the right to receive $16.50 in cash, without interest.

	FIRST MERCURY FINANCIAL CORPORATION
DATE: January 18, 2011	BY: /s/ Richard H. Smith
	Name:	Richard H. Smith
	Title:	Chairman, President and Chief Executive Officer

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger on February 9, 2011, the certificate of incorporation of the Company was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Merger (except that the name of the Company after the Merger remained “First Mercury Financial Corporation”) and the Company amended its by-laws to be in the form of the by-laws of Merger Sub immediately prior to the Merger, each in accordance with the terms of the Merger Agreement.

Copies of the current amended and restated certificate of incorporation and amended and restated by-laws are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of October 28, 2010, among Fairfax Financial Holdings Limited, Fairfax Investments III USA Corp. and First Mercury Financial Corporation (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with the SEC on December 14, 2010)

2.2		Amendment to the Agreement and Plan of Merger, dated as of December 30, 2010, among Fairfax Financial Holdings Limited, Fairfax Investments III USA Corp. and First Mercury Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 30, 2010)

3.1		Amended and Restated Certificate of Incorporation of First Mercury Financial Corporation

3.2		Amended and Restated By-laws of First Mercury Financial Corporation

99.1		Press Release issued by Fairfax Financial Holdings Limited on February 9, 2011 announcing the consummation of the Merger

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FIRST MERCURY FINANCIAL CORPORATION (Registrant)
February 9, 2011	/s/ Richard H. Smith
	Name:	Richard H. Smith
	Title:	Chairman, President and Chief Executive Officer

EXHIBIT INDEX


Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of October 28, 2010, among Fairfax Financial Holdings Limited, Fairfax Investments III USA Corp. and First Mercury Financial Corporation (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with the SEC on December 14, 2010)

2.2		Amendment to the Agreement and Plan of Merger, dated as of December 30, 2010, among Fairfax Financial Holdings Limited, Fairfax Investments III USA Corp. and First Mercury Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 30, 2010)

3.1		Amended and Restated Certificate of Incorporation of First Mercury Financial Corporation

3.2		Amended and Restated By-laws of First Mercury Financial Corporation

99.1		Press Release issued by Fairfax Financial Holdings Limited on February 9, 2011 announcing the consummation of the Merger

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