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^*

BROWNE MICHAEL L

(Last)

(First)

(Middle)

355 MAPLE AVE

(Street)

HARLEYSVILLE

19438-2297

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARLEYSVILLE GROUP INC [ HGIC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2012

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	05/01/2012		D		208,883⁽¹⁾	D	$60	0	D

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)
RSU (Performance-based)	$0	05/01/2012		D			22,015	⁽²⁾	⁽²⁾	Common Stock	22,015	$60	0	D
Stock Option (Right-to-Buy)	$34.5	05/01/2012		D			71,810	⁽³⁾	⁽³⁾	Common Stock	71,810	$25.5	0	D
Stock Option (Right-to-Buy)	$29.18	05/01/2012		D			141,640	⁽³⁾	⁽³⁾	Common Stock	141,640	$30.82	0	D
Stock Option (Right-to-Buy)	$33.94	05/01/2012		D			120,735	⁽³⁾	⁽³⁾	Common Stock	120,735	$26.06	0	D
Stock Option (Right-to-Buy)	$36.51	05/01/2012		D			114,230	⁽³⁾	⁽³⁾	Common Stock	114,230	$23.49	0	D

Explanation of Responses:

1. Shares of Harleysville Group common stock were cancelled and converted, pursuant to the Agreement and Plan of Merger dated September 28, 2011, by and among Harleysville Mutual, Nationwide Mutual, Nationals Sub, Inc. and Harleysville Group Inc., providing for the merger of Harleysville Mutual with and into Nationwide Mutual and Harleysville Group, Inc. with and into Nationals Sub, Inc. (the "Subsidiary Merger"), into the right to receive $60.00 in cash per share.

2. These RSUs vested at target at the effective time of the Subsidiary Merger and were then cancelled and converted into the right to receive a cash payment of $60.00 per share.

3. At the time of the Subsidiary Merger, all stock options vested, were cancelled and converted into the right to receive a cash payment per share equal to the excess of (a) $60.00 minus (b) the exercise price payable with respect to such share of common stock subject to such option.

	/s/ Michael D. Keffer, as Attorney-in-Fact	05/03/2012
	** 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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