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*
GELTER PAUL F
(Last) (First) (Middle)
7000 MIDLAND BOULEVARD
(Street)
AMELIA OH 45102-2607
(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 Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2008
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 04/03/2008 D 500 D (1) 0 I By LLC(2)
Common Stock 04/03/2008 D 5,906 D (1) 0 D
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 $17.23 04/03/2008 D 1,084 02/14/2004 02/13/2013 Common Stock 1,084 $47.77(3) 0 D
Stock Option $17.23 04/03/2008 D 1,084 02/14/2005 02/13/2013 Common Stock 1,084 $47.77(3) 0 D
Stock Options $17.23 04/03/2008 D 1,084 02/14/2006 02/13/2013 Common Stock 1,084 $47.77(3) 0 D
Stock Option $17.23 04/03/2008 D 1,083 02/14/2007 02/13/2013 Common Stock 1,083 $47.77(3) 0 D
Stock Option $24.4 04/03/2008 D 1,433 02/18/2005 02/17/2014 Common Stock 1,433 $40.6(3) 0 D
Stock Option $24.4 04/03/2008 D 1,432 02/18/2006 02/17/2014 Common Stock 1,432 $40.6(3) 0 D
Stock Option $24.4 04/03/2008 D 1,433 02/18/2007 02/17/2014 Common Stock 1,433 $40.6(3) 0 D
Stock Option $24.4 04/03/2008 D 1,432 02/18/2008 02/17/2014 Common Stock 1,432 $40.6(3) 0 D
Stock Option $33.21 04/03/2008 D 1,249 02/17/2006 02/16/2015 Common Stock 1,249 $31.79(3) 0 D
Stock Option $33.21 04/03/2008 D 1,249 02/17/2007 02/16/2015 Common Stock 1,249 $31.79(3) 0 D
Stock Option $33.21 04/03/2008 D 1,248 02/17/2008 02/16/2015 Common Stock 1,248 $31.79(3) 0 D
Stock Option $33.21 04/03/2008 D 1,249 02/17/2009 02/16/2015 Common Stock 1,249 $31.79(3) 0 D
Stock Option $32.1 04/03/2008 D 1,809 02/24/2007 02/22/2016 Common Stock 1,809 $32.9(3) 0 D
Stock Option $32.1 04/03/2008 D 1,808 02/24/2008 02/22/2016 Common Stock 1,808 $32.9(3) 0 D
Stock Option $32.1 04/03/2008 D 1,809 02/24/2009 02/22/2016 Common Stock 1,809 $32.9(3) 0 D
Stock Option $32.1 04/03/2008 D 1,809 02/24/2010 02/22/2016 Common Stock 1,809 $32.9(3) 0 D
Stock Option $44.11 04/03/2008 D 4,040 (4) 02/21/2017 Common Stock 4,040 $20.89(3) 0 D
Explanation of Responses:
1. Disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to $65.00 per share.
2. Mr. Gelter is the sole owner of PFG Consulting, LLC, the beneficial owner of these securities.
3. Options, whether vested or unvested, disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to the product of (i) the number of common shares underlying the unexercised stock option, multiplied by (ii) the excess, if any, of $65.00 over the per share exercise price of such option.
4. The option vests in the amount of one-fourth annually from the date of grant.
Remarks:
Lori Birkenhauer as Attorney-in-Fact for Paul F. Gelter 04/03/2008
** 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.
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