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*
STEPHENS GERALD D

(Last) (First) (Middle)
9025 N. LINDBERGH DRIVE

(Street)
PEORIA IL 61615

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006
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 01/23/2006 G V 100 D $54.94 1,089,371.0141(1) D
Common Stock 507.701 I By Empl.Stock Ownership Plan
Common Stock 18,349.652 I By Executive Deferred Comp
Common Stock 116,030.8315(2) I By Key Emp. Benefit Plan
Common Stock 01/25/2006 J(3) V 6,867.5224 D $53.95 27,677.257(4) I By Trust for Grandchildren
Common Stock 3,692 I By Trust for Sister
Common Stock 68,935 I By Wife
Common Stock 01/31/2006 S 0.502 D $54.25 0 I G.D. Stephens Grantor Retained Annuity Trust
Common Stock 01/31/2006 S 0.4641 D $54.25 0 I H.M. Stephens Grantor Retained Annuity Trust
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
Option $15.9063 05/06/2000 05/06/2009 Common Stock 55,114 55,114 D
Stock Option $9.15 05/02/1997 05/02/2006 Common Stock 43,396 43,396(5) D
Stock Option $13 05/01/1998 05/01/2007 Common Stock 75,256 75,256(5) D
Stock Option $15.7813 05/04/2001 05/04/2010 Common Stock 49,664 49,664 D
Stock Option $20.05 05/03/2001 05/03/2011 Common Stock 1,440 1,440 D
Stock Option $21.1 05/07/1999 05/07/2008 Common Stock 77,762 77,762 D
Stock Option $29.405 05/01/2003 05/01/2012 Common Stock 1,080 1,080 D
Stock Option $29.55 05/01/2004 05/01/2013 Common Stock 720 720 D
Stock Option $34.55 05/03/2005 05/03/2014 Common Stock 360 360 D
Stock Option $40.39 02/02/2005 02/02/2014 Common Stock 360 360 D
Explanation of Responses:
1. Ownership reflects dividend reinvestment.
2. Ownership reflects dividend reinvestment.
3. Shares transferred out of Trust to adult grandchild.
4. Ownership reflects dividend reinvestment.
5. Options balance adjusted to reflect 2 additional options received pursuant to the 1995 and 1998 stock splits.
Gerald D Stephens 02/01/2006
** 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.