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 CHRISTOPHER JAMES

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & COO

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		486,892	D	$61.5⁽¹⁾	0	D
Common Stock, no par value	12/01/2008		D		73,795	D	$61.5	0	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾

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)
Options to Purchase Common Stock (right to buy)	$4.7917	12/01/2008		D			71,448	01/03/2005	01/03/2010	Common Stock	71,448	⁽⁵⁾	900,000	D
Options to Purchase Common Stock (right to buy)	$7.6043	12/01/2008		D			15,000	11/01/2005	11/01/2010	Common Stock	15,000	⁽⁵⁾	885,000	D
Options to Purchase Common Stock (right to buy)	$8.6667	12/01/2008		D			225,000	01/09/2006	01/09/2011	Common Stock	225,000	⁽⁵⁾	660,000	D
Options to Purchase Common Stock (right to buy)	$9.9333	12/01/2008		D			75,000	08/31/2006	08/31/2011	Common Stock	75,000	⁽⁵⁾	585,000	D
Options to Purchase Common Stock (right to buy)	$12.8267	12/01/2008		D			105,000	01/22/2007	01/22/2012	Common Stock	105,000	⁽⁵⁾	480,000	D
Options to Purchase Common Stock (right to buy)	$13.4033	12/01/2008		D			30,000	06/04/2007	06/04/2012	Common Stock	30,000	⁽⁵⁾	450,000	D
Options to Purchase Common Stock (right to buy)	$9.94	12/01/2008		D			75,000	10/18/2007	10/18/2012	Common Stock	75,000	⁽⁵⁾	375,000	I	See Footnote⁽⁶⁾
Options to Purchase Common Stock (right to buy)	$10.3	12/01/2008		D			60,000	03/04/2008	03/04/2013	Common Stock	60,000	⁽⁵⁾	315,000	I	See Footnote⁽⁶⁾
Options to Purchase Common Stock (right to buy)	$10.4533	12/01/2008		D			90,000	03/07/2008	03/07/2013	Common Stock	90,000	⁽⁵⁾	225,000	I	See Footnote⁽⁶⁾
Options to Purchase Common Stock (right to buy)	$12.7933	12/01/2008		D			45,000	08/06/2008	08/06/2013	Common Stock	45,000	⁽⁵⁾	180,000	D
Options to Purchase Common Stock (right to buy)	$17.74	12/01/2008		D			90,000	02/11/2009	02/11/2014	Common Stock	90,000	⁽⁵⁾	90,000	D
Options to Purchase Common Stock (right to buy)	$22.6167	12/01/2008		D			90,000	02/10/2010	02/10/2015	Common Stock	90,000	⁽⁵⁾	0	D
Stock Appreciation Right	$32.9967	12/01/2008		D			60,000	02/07/2011	02/07/2016	Common Stock	60,000	⁽⁷⁾	65,659	D
Stock Appreciation Right	$47.52	12/01/2008		D			26,319	02/21/2012	02/21/2017	Common Stock	26,319	⁽⁷⁾	39,140	D
Stock Appreciation Right	$34.18	12/01/2008		D			27,560	02/27/2013	02/27/2018	Common Stock	27,560	⁽⁷⁾	11,580	D
Stock Appreciation Right	$37.12	12/01/2008		D			11,580	04/29/2013	04/29/2018	Common Stock	11,580	⁽⁷⁾	0	D

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 13,218 of restricted shares and performance shares for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived. Also includes 310,000 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. On November 9, 2006, a trust (the "Trust") of which the Reporting Person is a beneficiary and co-trustee entered into a forward purchase agreement with Deutsche Bank AG, London Branch (the "Agreement") relating to up to 299,448 shares (the "Contract Amount") of Common Stock. The Agreement provided that the Trust would deliver up to 299,448 shares (or, at the Trust's option, the cash equivalent) on November 7, 2008 (the "Settlement Date").

3. The number of shares delivered on the Settlement Date was determined pursuant to the Agreement as follows: (a) if the price of the shares on the Settlement Date (the "Settlement Value") is less than or equal to $41.9168 (the "Floor Price"), the number of shares will be equal to the Contract Amount; (b) if the Floor Price is less than the Settlement Value, and the Settlement Value is less than $56.5877 (the "Threshold Price"), the number of shares will be equal to the Contract Amount multiplied by a fraction whose numerator is the Floor Price and whose denominator is the Settlement Value; (c) if the Settlement Value is greater than the Threshold Price, then the number of shares will be equal to the Contract Amount minus such Contract Amount multiplied by a fraction whose numerator is the Threshold Price, minus the Floor Price, and whose denominator is the Settlement Value. The Settlement Value was $59.35, and based upon this, 73,795 shares were delivered on the Settlement Date.

4. The Trust received $10,556,149.52 in November 2006 under the Agreement. The Reporting Person is a trustee and beneficiary of the Trust which has entered into the Agreement. Refer to the first sentence of footnote #1.

5. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the exercise price of the option and $61.50, multiplied by the number of shares subject to the option.

6. These options are owned by The Christopher J. Maguire 2008 Annuity Trust Dated June 18, 2008, of which Mr. Maguire is the trustee and beneficiary.

7. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each stock appreciation right, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the reference price and $61.50, multiplied by the number of shares subject to the stock appreciation right.

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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