SEC FORM 4

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

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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^*

MAGUIRE JAMES J ET AL

(Last)

(First)

(Middle)

SUITE 100

ONE BALA PLAZA

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHILADELPHIA CONSOLIDATED HOLDING CORP [ PHLY ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the BOD

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	12/01/2008		D		9,695,109	D	$61.5⁽¹⁾	0	D
Common Stock, no par value	12/01/2008		D		3,006,030	D	$61.5	0	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger dated as of July 22, 2008 by and among the Issuer, Tokio Marine Holdings, Inc., and Tokio Marine Investment (Pennsylvania) Inc. (the "Merger Agreement") which provided that, at the effective time of the merger, each share of common stock would be converted into the right to receive $61.50 in cash. Includes 1,150,000 shares issued under an employee or director stock purchase plan for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived.

2. Of these shares: 989,836 shares are held by trusts of which Ms. Frances M. Maguire, Mr. James J. Maguire's wife, is the trustee and the children of Ms. Maguire and Mr. James J. Maguire are the beneficiaries; 603,396 shares are held in family trusts of which Mr. Maguire's wife is co-trustee; 824,798 shares are owned by the Maguire Foundation, of which Mr. Maguire is co-director with his wife, and 588,000 shares are owned of record by Mr. Maguire's wife. Mr. Maguire disclaims beneficial ownership of these 3,006,030 shares and the filing of this report is not an admission that he is a beneficial owner of these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Refer to the first sentence of footnote #1.

Remarks:

	Craig P. Keller, Attorney-In-Fact	12/03/2008
	** 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).
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