SEC Form 5 · accession 0001127602-16-040584

ERIE INDEMNITY CO · ERIE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas B Hagen

Director

Period of report

Dec 31, 2015

Accepted (ET)

Feb 11, 2016 · 3:02 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^F1	Jun 15, 2015	J	6,658,800	$0.00	A	6,658,800	I	Non-Exempt Marital Trust
Class A Common Stock^F1	Nov 13, 2015	J	12,230	$0.00	A	12,230	I	Estate of Susan H. Hagen
Class A Common Stock	holding	—	—		—	5,100	D
Class A Common Stock^F2	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
Class B Common Stock^F1,F3	$0.00	Jun 15, 2015	J	12	A	—	—	Class A Common Stock	28,800	12	I
Class B Common Stock^F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	9,600	4	D
Class B Common Stock^F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	367,200	153	I
Directors' Deferred Compensation Phantom Units^F4,F5	$0.00	holding	—	—	—	—	—	Class A Common Stock	7,813	7,813	D

Explanation of responses

F1These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers.
F2These 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.
F3Pursuant 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.
F4Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
F5The 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.