0000074260-16-000076.txt : 20160216 0000074260-16-000076.hdr.sgml : 20160215 20160216111816 ACCESSION NUMBER: 0000074260-16-000076 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD REPUBLIC INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074260 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 362678171 STATE OF INCORPORATION: DE FISCAL YEAR END: 0821 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-03156 FILM NUMBER: 161424776 BUSINESS ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123468100 MAIL ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Old Republic International Corp Employees Savings & Stock Ownership Trust CENTRAL INDEX KEY: 0001455931 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 307 NORTH MICHIGAN AVENUE STREET 2: SUITE 2300 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 1-312-346-8100 MAIL ADDRESS: STREET 1: 307 NORTH MICHIGAN AVENUE STREET 2: SUITE 2300 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13G 1 schedule13g.htm OR INTENRATIONAL CORP EMPLOYEES SAVINGS & STOCK OWNERHSIP PLAN FORM SC 13G FILING schedule13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
SCHEDULE 13G*
 
Under the Securities Exchange Act of 1934
 
 
Old Republic International Corporation
 
(NAME OF ISSUER)
 
Common Stock, $1.00 Par Value
 
(TITLE OF CLASS OF SECURITIES)
680223-104
CUSIP NUMBER

December 31, 2015

(Date of Event Which requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


*The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be Afiled@ for the purpose of Section 18 of the Securities Exchange Act of 1934 (AAct@) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,  see the Notes).

CUSIP NO. 680223-104
 
1.         NAME OF REPORTING PERSON
            Old Republic International Corporation Employees Savings and Stock Ownership Plan.

2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
(A)
(B)

3.         SEC USE ONLY
 
4.         CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
 
 
 
 
   NUMBER OF               5.  SOLE VOTING POWER
      SHARES                               4,134,152
BENEFICIALLY             6.  SHARED VOTING POWER
   OWNED BY                            10,630,002
        EACH                      7.  SOLE DISPOSITIVE POWER
  REPORTING                            4,134,152
     PERSON                    8.  SHARED DISPOSITIVE POWER
       WITH                                  10,630,002
 
  9.          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                    14,764,154
 
10.          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   o
Not applicable.
 
11.          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
 
12.          TYPE OF REPORTING PERSON
EP
 
The filing of this Statement on Schedule 13G is made for the Old Republic International Corporation Employees Savings and Stock Ownership Plan voluntarily and does not constitute and should not be construed as, an admission that the Plan beneficially owns any securities covered by this Statement.  In this connection, the Plan disclaims beneficial ownership for the securities covered by this Statement.

Item 1(a)             NAME OF ISSUER:
The name of the issuer is Old Republic International Corporation (the AIssuer@).

Item 1(b)             ADDRESS OF ISSUER=S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer is 307 North Michigan Avenue, Chicago, Illinois 60601.

Item 2(a)             NAME OF PERSON FILING:
Old Republic International Corporation Savings and Stock Ownership Plan.

Item 2(b)             ADDRESS OF PRINCIPAL BUSINESS OFFICE:
307 North Michigan Avenue, Chicago, Illinois 60601
 
Item 2(c)    CITIZIENSHIP:
           Illinois
 
Item 2(d)           TITLE OF CLASS OF SECURITIES:
The class of equity securities to which the Statement relates is the Common Stock of the Issuer.
 
 
 
 
 
 
Item 2(e)             CUSIP NUMBER:
The CUSIP number of the Common Stock is 680223-104
 
Item 3                 This statement is being filed pursuant to §240.13d-1(b). THE PERSON FILING THIS STATEMENT IS A:
 
[f]  [x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (AERISA@) or Endowment Fund.
 
Item 4                 OWNERSHIP
 
(a)  Amount Beneficially Owned: 14,764,154

(b)  Percent of Class: 5.6%
 
(c)  Number of shares as to which such person has:
 (i)          sole power to vote or to direct the vote:
4,134,152
(ii)          shared power to vote or to direct the vote:
10,630,002 <F1>
(iii)          sole power to dispose or direct the disposition of:
4,134,152
(iv)          shared power to dispose or direct the disposition of:
                                        10,630,002 <F1>
 
<F1>
ESSOP Participants have the right to direct the voting of Common Stock allocated to their accounts on all matters required to be submitted to a vote of shareholders.  If no directions are received as to the voting of allocated shares of Common Stock and for shares not yet allocated to a participant’s account, the Plan=s Administration Committee will direct the vote of such shares as it sees fit.  Decisions as to purchases, dispositions or tenders of the Common Stock are generally directed by the Plan=s Administration Committee.  The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is for the purposes of Section 1(d) and 13(g) of the Act, the beneficial owner of any securities covered by this Statement.

Item 5                 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
 
Item 6                 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Subject to the terms and conditions of the Plan, ESSOP Participants are entitled to receive certain distributions or assets.  Such distributions may include proceeds from dividends on, or the sale of, shares of Common Stock reflected in this Schedule 13G. Participants are also allowed discretion concerning the allocation of assets held by the ESSOP for their accounts. No individual participant has an interest in excess of 5% of the class of securities reported herein. 
 
Item 7                IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
       ON BY THE PARENT HOLDING COMPANY:
       Not applicable
 
 
 
 
 
Item 8                 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
 
Item 9                 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
 
Item 10               CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
 

 
                                 SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 15, 2016

OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Administrative Committee Member



/s/ Karl W. Mueller                                                                          
  Karl W. Mueller