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^*

Kliethermes Craig W

(Last)

(First)

(Middle)

9025 N. LINDBERGH DRIVE

(Street)

PEORIA

61615

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Exec. V.P./Operations-RLI Ins

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014

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	11/24/2014		M		22,000	A	$15	46,568.14	D⁽¹⁾
Common Stock	11/24/2014		M		5,600	A	$13.45	52,168.14	D⁽¹⁾
Common Stock	11/24/2014		F		17,213	D	$50.54	34,955.14	D⁽¹⁾
Common Stock								8,150.5081	I⁽²⁾	By Esop
Common Stock								14,006.1063	I⁽¹⁾	By Executive Deferred Comp

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	$15⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/24/2014		M			22,000	05/01/2009⁽⁸⁾	05/01/2018	Common Stock	22,000	$0	0	D
Stock Option	$13.45⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/24/2014		M			5,600	05/07/2010⁽⁸⁾	05/07/2017	Common Stock	5,600	$0	0	D

Explanation of Responses:

1. Ownership reflects dividend reinvestment.

2. Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.

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

4. Stock option grant price adjusted to reflect $5 extraordinary dividend declared 11/14/12.

5. Stock Option grant price adjusted to reflect $5 RLI extraordinary dividend declared 11/17/11.

6. Stock Option grant price adjusted to reflect $7 RLI extraordinary dividend paid 12/29/10.

7. Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/14.

8. 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.

Remarks:

Historically, each outstanding stock option grant has been reflected under Table II on all Form 4 filings. Those previously reported stock options (which are not deemed to be of the same class) will no longer appear on each Form 4, unless specifically included in a transaction.

	/s/ Craig W. Kliethermes	11/25/2014
	** 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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