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*
GRAY WILLIAM T

(Last) (First) (Middle)
7000 MIDLAND BOULEVARD

(Street)
AMELIA OH 45102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MIDLAND CO [ MLAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007
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)
Code V Amount (A) or (D) Price
Common Stock 12/14/2007 G V 390 D $0 6,123.494 D
Common Stock 341.34 I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $11.375 02/21/2001 02/21/2010 Common Stock 550 550 D
Stock Option $11.375 02/21/2002 02/21/2010 Common Stock 550 550 D
Stock Option $11.375 02/21/2003 02/21/2010 Common Stock 550 550 D
Stock Option $11.375 02/21/2004 02/21/2010 Common Stock 550 550 D
Stock Option $16.594 02/15/2002 02/15/2011 Common Stock 500 500 D
Stock Option $16.594 02/15/2003 02/15/2011 Common Stock 500 500 D
Stock Option $16.594 02/15/2004 02/15/2011 Common Stock 500 500 D
Stock Option $16.594 02/15/2005 02/15/2011 Common Stock 500 500 D
Stock Option $20.78 02/15/2003 02/14/2012 Common Stock 476 476 D
Stock Option $20.78 02/15/2004 02/14/2012 Common Stock 476 476 D
Stock Option $20.78 02/15/2005 02/14/2012 Common Stock 474 474 D
Stock Option $20.78 02/15/2006 02/14/2012 Common Stock 474 474 D
Stock Option $17.23 02/14/2004 02/13/2013 Common Stock 689 689 D
Stock Option $17.23 02/14/2005 02/13/2013 Common Stock 689 689 D
Stock Option $17.23 02/14/2006 02/13/2013 Common Stock 689 689 D
Stock Option $17.23 02/14/2007 02/13/2013 Common Stock 688 688 D
Stock Option $20.4 02/18/2005 02/17/2014 Common Stock 543 543 D
Stock Option $20.4 02/18/2006 02/17/2014 Common Stock 542 542 D
Stock Option $20.4 02/18/2007 02/17/2014 Common Stock 543 543 D
Stock Option $20.4 02/18/2008 02/17/2014 Common Stock 542 542 D
Stock Option $33.21 02/17/2006 02/16/2015 Common Stock 476 476 D
Stock Option $33.21 02/17/2007 02/16/2015 Common Stock 477 477 D
Stock Option $33.21 02/17/2008 02/16/2015 Common Stock 476 476 D
Stock Option $33.21 02/17/2009 02/16/2009 Common Stock 476 476 D
Stock Option $32.1 02/24/2007 02/23/2016 Common Stock 774 774 D
Stock Option $32.1 02/24/2008 02/22/2016 Common Stock 774 774 D
Stock Option $32.1 02/24/2009 02/23/2016 Common Stock 773 773 D
Stock Option $32.1 02/24/2010 02/23/2016 Common Stock 774 774 D
Stock Option $44.11 (1) 02/21/2017 Common Stock 3,655 3,655 D
Explanation of Responses:
1. The option vests in the amount of one-fourth annually from the date of grant.
Remarks:
Lori Birkenhauer as Attorney-in-Fact for William T. Gray 01/02/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.