SEC Form 4 · accession 0001127602-16-037634
ERIE INDEMNITY CO · ERIE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas B Hagen
Director
Period of report
Jan 21, 2016
Accepted (ET)
Jan 22, 2016 · 2:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000922621
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | holding | — | — | — | 5,100 | D | ||
| Class A Common StockF1 | holding | — | — | — | 10,086,059 | I | Family L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors' Deferred Compensation Phantom UnitsF2,F4 | $0.00 | Jan 21, 2016 | J | 65 | A | — | — | Class A Common Stock | 65 | 7,904 | D |
| Class B Common StockF5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 9,600 | 4 | D |
| Class B Common StockF1,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 367,200 | 153 | I |
Explanation of responses
- F1These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
- F2Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
- F3Acquired under dividend reinvestment for Directors' Deferred Compensation Plan
- F4The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There are no exercisable or expiration dates for these securities.
- F5Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.