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^*

STONE MICHAEL J

(Last)

(First)

(Middle)

18808 GANTON AVENUE

(Street)

BRADENTON

34202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ]

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)
02/05/2018

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	02/05/2018		J⁽¹⁾	V	6,615	D	$61.18	0	I	M.J. Stone Grantor Retained Annuity Trust (M9)
Common Stock	08/30/2018		M		10,500	A	$38.15	312,167.1688	D⁽²⁾
Common Stock	08/30/2018		M		10,500	A	$44.26	322,667.1688	D⁽²⁾
Common Stock	08/30/2018		M		10,500	A	$46.82	333,167.1688	D⁽²⁾
Common Stock	08/30/2018		M		10,000	A	$47.61	343,167.1688	D⁽²⁾
Common Stock	08/30/2018		M		10,000	A	$54.14	353,167.1688	D⁽²⁾
Common Stock	08/30/2018		M		10,000	A	$59.04	363,167.1688	D⁽²⁾
Common Stock	08/30/2018		F		48,843	D	$76.46	314,324.1688	D⁽²⁾
Common Stock	08/31/2018		G	V	5,000	D	$0	309,324.1688	D⁽²⁾
Common Stock								31,699.5905	I⁽²⁾	By Trust
Common Stock								880	I	By Wife, Custodian UTMA-FL
Common Stock								22,242.55	I⁽²⁾	M.J. Stone Grantor Retained Annuity Trust (M6) dtd. 10/31/11

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)
Stock Option	$38.15⁽³⁾⁽⁴⁾	08/30/2018		M			10,500	08/01/2015	12/31/2018	Common Stock	10,500	$0	0	D
Stock Option	$44.26⁽³⁾⁽⁴⁾	08/30/2018		M			10,500	11/03/2015	12/31/2018	Common Stock	10,500	$0	0	D
Stock Option	$46.82⁽³⁾	08/30/2018		M			10,500	02/02/2016	12/31/2018	Common Stock	10,500	$0	0	D
Stock Option	$47.61⁽³⁾	08/30/2018		M			10,000	05/07/2016	12/31/2018	Common Stock	10,000	$0	0	D
Stock Option	$54.14⁽³⁾	08/30/2018		M			10,000	08/03/2016	12/31/2018	Common Stock	10,000	$0	0	D
Stock Option	$59.04⁽³⁾	08/30/2018		M			10,000	11/02/2016	12/31/2018	Common Stock	10,000	$0	0	D
Restricted Stock Unit	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	792		792	D

Explanation of Responses:

1. Distribution from the M.J. Stone Grantor Retained Annuity Trust (M9) ("GRAT") to the GRAT beneficiaries.

2. Ownership reflects dividend reinvestment

3. Stock option grant price adjusted to reflect $2.00 extraordinary dividend declared 11-12-15.

4. Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/13/14.

5. Upon vesting, each restricted stock unit represents the right to receive one share of common stock.

6. These restricted stock units are scheduled to vest 100% on the earlier of (1) the date of the RLI Corp. 2019 Annual Shareholders Meeting or (2) one year after the date of grant.

	/s/ Michael J. Stone	09/04/2018
	** 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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