SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MONROE CAROLYN

(Last)

(First)

(Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2023

3. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Title Insurance

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D
Common Stock	35,340	D⁽¹⁾⁽²⁾
Common Stock	11,165	I	BY ORI 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2019 Employee Stock Option⁽³⁾	12/31/2019	03/19/2029	Common Stock	9,000	$21.12	D
2020 Employee Stock Option⁽³⁾	12/31/2020	03/17/2030	Common Stock	22,000	$16.17	D
2021 Employee Stock Option⁽³⁾	12/03/2021	03/09/2031	Common Stock	41,250	$21.3	D
2022 Employee Stock Option⁽⁴⁾	05/31/2023	03/10/2032	Common Stock	53,360	$22.92	D
2023 Employee Stock Option⁽⁴⁾	03/16/2024	03/16/2033	Common Stock	90,000	$24.31	D

Explanation of Responses:

1. These shares are subject to certain restrictions and vest over a 3 year period. The number shown represents the current unvested restricted stock awards (RSA) held by the reporting person.

2. RSA

3. These shares became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth year, vesting also accelerates if the optionee dies, becomes disabled, retires or a change of control of the Company occurs.

4. These option shares are subject to certain forfeited conditions and vest in equal installments beginning one year after their grant.

Remarks:

	William J. Dasso, Power of Attorney for Carolyn Monroe	08/28/2023
	** 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 5 (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.