Edgar Filing: RLI CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MICHAEL JONATHAN E

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
__X__ Officer (give title below)	_____ Other (specify below)
President

(Last)

(First)

(Middle)

9025 N. LINDBERGH DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2016

(Street)

PEORIA, IL 61615

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	05/11/2016		M		6,000	A	$ 17.865	619,039.1238	D ⁽¹⁾
Common Stock	05/11/2016		M		24,000	A	$ 19.81	643,039.1238	D ⁽¹⁾
Common Stock	05/11/2016		M		24,000	A	$ 22.295	667,039.1238	D ⁽¹⁾
Common Stock	05/11/2016		F		33,860	D	$ 66.1	633,179.1238	D ⁽¹⁾
Common Stock								221,729.082	I	By Empl. Stock Ownership Plan ⁽²⁾
Common Stock								119,762.63	I ⁽¹⁾	By Key Employee Benefit Plan
Common Stock								48,333.0393	I ⁽¹⁾	By Trust
Common Stock								21,044.9372	I	J.E. Michael 2014 GRAT 1 dtd 08/05/14
Common Stock								22,848.6474	I	J.E. Michael 2014 GRAT 2 dtd 08/05/14

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 17.865 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

05/11/2016

6,000

05/05/2012⁽⁹⁾

05/05/2019

Common Stock

6,000

$ 0

Stock Option

$ 19.81 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

05/11/2016

24,000

08/01/2012⁽⁹⁾

08/01/2019

Common Stock

24,000

$ 0

6,000

Stock Option

$ 22.295 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

05/11/2016

24,000

11/01/2012⁽⁹⁾

11/01/2019

Common Stock

24,000

$ 0

6,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MICHAEL JONATHAN E 9025 N. LINDBERGH DRIVE PEORIA, IL 61615	X		President

Signatures

/s/ Jonathan E. Michael		05/12/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Ownership reflects dividend reinvestment
(2)	Balance reflects annual company contributions and 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)	Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/14/13.
(6)	Stock option grant price adjusted to reflect $5 extraordinary dividend declared 11/14/12.
(7)	Stock Option grant price adjusted to reflect $5 RLI extraordinary dividend declared 11/17/11.
(8)	Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/14.
(9)	Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

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