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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
YEAGER RANDE KEITH

(Last) (First) (Middle)
307 NORTH MICHIGAN AVENUE
SUITE 2300

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP - Title Insurance
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2015
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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2015 J (1) 0 A $0 35,919 I By ESSOP
Common Stock 10/29/2015 M 30,000 A $12.95 39,688 D
Common Stock 10/29/2015 S 30,000 D $18.19 (2) 9,688 D
Common Stock 10/29/2015 M 20,000 A $10.48 29,688 D
Common Stock 10/29/2015 S 20,000 D $18.14 (2) 9,688 D
Common Stock 10/29/2015 M 20,000 A $12.08 29,688 D
Common Stock 10/29/2015 S 17,109 D $18.15 (2) 12,579 D
Common Stock 10/29/2015 M 14,700 A $12.33 27,279 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2008 Employee Stock Option $12.95 10/29/2015 M 30,000 (3) 12/31/2008 03/18/2018 Common Stock 30,000 $0 0 D
2009 Employee Stock Optin $10.48 10/29/2015 M 20,000 (3) 12/31/2009 03/15/2019 Common Stock 20,000 $0 0 D
2010 Employee Stock Option $12.08 10/29/2015 M 20,000 (3) 12/31/2010 03/24/2020 Common Stock 20,000 $0 0 D
2011 Employee Stock Option $12.33 10/29/2015 M 14,700 (3) 12/31/2011 03/23/2021 Common Stock 14,700 $0 6,300 D
Explanation of Responses:
1. No transactions to report related to this indirect ownership of 35,919 shares.
2. Average price.
3. 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 grant, 100% of the option shares vest immediately upon such grant.
Rande Yeager 10/30/2015
** 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.