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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MARKEL ANTHONY F

(Last) (First) (Middle)
C/O MARKEL GROUP INC.
4521 HIGHWOODS PARKWAY

(Street)
GLEN ALLEN VA 23060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARKEL GROUP INC. [ MKL ]
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)
05/06/2024
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 05/06/2024 J(1) 2,200 A $1,594.243 17,200(1) D
Common Stock 05/06/2024 G 1,880 D $0 15,320 D
Common Stock 05/06/2024 G(2) 320 D $0 15,000 D
Common Stock 05/06/2024 G(2) 320 A $0 3,970 I By Spouse(3)
Common Stock 37,343(1) I By Trust(4)
Common Stock 8,177 I As Trustee(5)
Common Stock 6,220 I As Trustee(6)
Common Stock 2,443 I By Trust(7)
Common Stock 1,882 I As Trustee(8)
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
Explanation of Responses:
1. On May 6, 2024, the reporting person withdrew 2,200 MKL common shares from a grantor retained annuity trust (GRAT), for which the reporting person is a Trustee and partial beneficiary. In exchange for the shares, the reporting person contributed to the GRAT a promissory note (principal amount $3,507,333.50). The withdrawal of shares from the GRAT resulted in a decrease in the number of shares beneficially owned indirectly by the reporting person through the GRAT and a corresponding increase in the number of shares beneficially owned directly by the reporting person. The reporting person believes that his withdrawal of shares from the GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. The direct holding balance of the reporting person also reflects a contribution of 3,509 shares from the reporting person to a GRAT.
2. This transaction involved a gift of securities by the reporting person to his spouse.
3. Beneficial ownership of securities is expressly disclaimed.
4. The reporting person is a Trustee and partial beneficiary of several Grantor Retained Annuity Trusts. The total reported represents the aggregate of the trusts.
5. The reporting person is a Trustee of irrevocable trusts for the benefit of his children. Beneficial ownership of securities is expressly disclaimed.
6. The reporting person is the Trustee under trusts for the benefit of himself and his children.
7. The reporting person is a Trustee of trusts for the benefit of his children and their descendants in which the reporting person retains a partial interest. The reporting person disclaims beneficial ownership of the shares held in the trusts except to the extent of his partial interest.
8. The reporting person is a Trustee under trusts for the benefit of his children. Beneficial ownership of securities is expressly disclaimed.
Remarks:
/s/ Karen O. Earls, Attorney-in-fact for Anthony F. Markel 05/08/2024
** 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.