-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9BO/mFBYM+aM+q2dFS5k2I3Jg1eTQodtvGiycPc1CGaiPYe5Q5JRmaaai3uhlLv xSu0L/vaqkBWYJc2mAI8zw== 0001181431-04-051325.txt : 20041109 0001181431-04-051325.hdr.sgml : 20041109 20041109104138 ACCESSION NUMBER: 0001181431-04-051325 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041104 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIRSHNER ALAN I CENTRAL INDEX KEY: 0001184574 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15811 FILM NUMBER: 041127799 BUSINESS ADDRESS: STREET 1: 4521 HIGHWOODS PARKWAY CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049651673 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0001096343 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 541959284 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4521 HIGHWOODS PARKWAY CITY: GLEN ALLEN STATE: VA ZIP: 23060-3382 BUSINESS PHONE: 8047470136 MAIL ADDRESS: STREET 1: 4551 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: MARKEL HOLDINGS INC DATE OF NAME CHANGE: 19991005 4/A 1 rrd57240.xml FORM 4/A X0202 4/A 2004-11-04 2004-11-08 0 0001096343 MARKEL CORP MKL 0001184574 KIRSHNER ALAN I C/O MARKEL CORPORATION 4521 HIGHWOODS PKWY GLEN ALLEN VA 23060 1 1 0 0 Chairman and CEO Common Stock 54720 D Common Stock 6987.866 I 401(K) Plan Common Stock 238.917 I By Spouse - 401(K) Plan Contract 2004-11-04 4 J 0 0 0 A 2007-11-05 Common Stock 5000 0 D Contract 2004-11-04 4 J 0 0 0 A 2008-11-04 Common Stock 10000 0 D Contract 2004-11-04 4 J 0 0 0 A 2009-11-04 Common Stock 5000 0 D Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of September 30, 2004 and utilizes the closing stock price on that date of $308.40 per share. As of 9/30/2004, a unit under the Plan represented one share of Common Stock. Beneficial ownership of securities is expressly disclaimed. On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("3-Year Forward Agreement") relating to the forward sale of 5000 shares of common stock of Markel Corporation ("Common Stock"). On November 4, 2004, the counterparty to the 3-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $314.50 (the "3-Year Floor Price"). The 3-year Forward Agreement provides that three business days after November 5, 2007 (the "3-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 3-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. The agreed formula provides that (a) if the closing price per share of Common Stock on the 3-Year Maturity Date ("3-Year Final Price") is less than the 3-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 3-Year Final Price is equal to or greater than the 3-Year Floor Price but less than or equal to $408.85 (the "3-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 3-Year Floor Price/3-Year Final Price x 5000; and (c) if the 3-Year Final Price is greater than the 3-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(3-Year Floor Price/3-Year Final Price) + ((3-Year Final Price - 3-Year Cap Price)/3-Year Final Price)] x 5000. In consideration of the 3-Year Forward Agreement, Mr. Kirshner received a price of $1,320,900.00. On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("4-Year Forward Agreement") relating to the forward sale of 10000 shares of Common Stock. On November 4, 2004, the counterparty to the 4-Year Forward Agreement sold 10000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "4-Year Floor Price"). The 4-year Forward Agreement provides that three business days after November 4, 2008 (the "4-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 4-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. The agreed formula provides that (a) if the closing price per share of Common Stock on the 4-Year Maturity Date ("4-Year Final Price") is less than the 4-Year Floor Price, Mr. Kirshner will deliver 10000 shares; (b) if the 4-Year Final Price is equal to or greater than the 4-Year Floor Price but less than or equal to $425.8508 (the "4-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 4-Year Floor Price/4-Year Final Price x 10000; and (c) if the 4-Year Final Price is greater than the 4-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(4-Year Floor Price/4-Year Final Price) + ((4-Year Final Price- 4-Year Cap Price)/4-Year Final Price)] x 10000. In consideration of the 4-Year Forward Agreement, Mr. Kirshner received a price of $2,563,621.52. On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("5-Year Forward Agreement") relating to the forward sale of 5000 shares of Common Stock. On November 4, 2004, the counterparty to the 5-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "5-Year Floor Price"). The 5-year Forward Agreement provides that three business days after November 4, 2009 (the "5-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 5-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. The agreed formula provides that (a) if the closing price per share of Common Stock on the 5-Year Maturity Date ("5-Year Final Price") is less than the 5-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 5-Year Final Price is equal to or greater than the 5-Year Floor Price but less than or equal to $441.6230 (the "5-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 5-Year Floor Price/5-Year Final Price x 5000; and (c) if the 5-Year Final Price is greater than the 5-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(5-Year Floor Price/5-Year Final Price) + ((5-Year Final Price- 5-Year Cap Price)/5-Year Final Price)] x 5000. In consideration of the 5-Year Forward Agreement, Mr. Kirshner received a price of $1,233,705.40. The Form 4 originally filed on November 8, 2004 reported an incorrect date in Item 3. This Form 4/A restates in their entirety the holdings and transactions reported in the original filing. Other than the correction of the date of earliest transaction reported, this Form 4/A contains no additional or different information regarding the holdings and transactions reported in the original filing. Linda S. Rotz, Attorney-in-fact for Alan I. Kirshner 2004-11-09 -----END PRIVACY-ENHANCED MESSAGE-----