SEC Form 4 · accession 0001127602-18-003912
ERIE INDEMNITY CO · ERIE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Hirt Hagen
Director
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 1:04 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 | — | — | — | 223,130 | D | ||
| Class A Common StockF1 | holding | — | — | — | 200 | I | See Footnote |
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,F5 | $0.00 | Feb 1, 2018 | J | 121 | A | — | — | Class A Common Stock | 121 | 11,872 | D |
| Class B Common StockF6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,400 | 1 | D |
| Class B Common StockF6 | — | holding | — | — | — | — | — | Class A Common Stock | 1,404,000 | 585 | I |
| Class B Common StockF6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,404,000 | 585 | I |
| Class B Common StockF6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,808,000 | 1,170 | I |
Explanation of responses
- F1Held by family member. The Reporting Person disclaims beneficial ownership of these reported securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
- F2Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
- F3Acquired under 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 is no exercisable date for these securities.
- 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 is no expiration date for these securities.
- F6Pursuant 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.