SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

JONES CHERYL A

(Last)

(First)

(Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2019

3. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SrVP National Benefits Dir.

5. 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 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	9,988	D
Common Stock	26,629.514	I	By ESSOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2011 Employee Stock Option	12/31/2011⁽¹⁾	03/23/2021	Common Stock	750	$12.33	D
2012 Employee Stock Option	12/31/2012⁽¹⁾	03/20/2022	Common Stock	2,500	$10.8	D
2013 Employee Stock Option	12/31/2013⁽¹⁾	03/20/2023	Common Stock	4,500	$12.57	D
2014 Employee Stock Option	12/31/2014⁽¹⁾	03/19/2024	Common Stock	7,500	$16.06	D
2015 Employee Stock Option	12/31/2015⁽¹⁾	03/19/2025	Common Stock	6,000	$15.26	D
2016 Employee Stock Option	12/31/2016⁽¹⁾	03/23/2026	Common Stock	9,000	$18.14	D
2017 Employee Stock Option	12/31/2017⁽¹⁾	03/22/2027	Common Stock	12,000	$19.98	D
2018 Employee Stock Option	02/20/2018⁽¹⁾	02/20/2028	Common Stock	13,000	$20.98	D
2019 Employee Stock Option	03/19/2019⁽¹⁾	03/19/2029	Common Stock	13,000	$21.12	D

Explanation of Responses:

1. These shares vest and become exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth year. Also, vesting shall accelerate if the optionee dies, becomes disabled, retires or a change of control of the company occurs. For those optionees over age 65 and who have been employed for 10 years or more by the company on the date of the grant, 100% of the option shares vest immediately.

Remarks:

	John R. Heitkamp Jr., Power of Attorney for Cheryl A. Jones	07/08/2019
	** 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 Number.