Edgar Filing: RLI CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bryant Todd Wayne

2. Issuer Name and Ticker or Trading Symbol
RLI CORP [RLI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Finance & Controller

(Last)

(First)

(Middle)

9025 N. LINDBERGH DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016

(Street)

PEORIA, IL 61615

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2016		M		2,400	A	$ 17.865	12,532	D
Common Stock	06/10/2016		M		2,400	A	$ 25.35	14,932	D
Common Stock	06/10/2016		F		3,033	D	$ 67.12	11,899	D
Common Stock	06/10/2016		M		9,600	A	$ 29.42	21,499	D
Common Stock	06/10/2016		S		9,600	D	$ 66.945	11,899	D
Common Stock								22,071.0652	I	Employee Stock Ownership Plan ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 17.865 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

06/10/2016

2,400

05/05/2012⁽⁸⁾

05/05/2019

Common Stock

2,400

$ 0

Stock Option

$ 25.35 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾

06/10/2016

2,400

05/03/2013⁽⁸⁾

05/03/2020

Common Stock

2,400

$ 0

2,400

Stock Option

$ 29.42 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

06/10/2016

9,600

05/02/2014⁽⁸⁾

05/02/2021

Common Stock

9,600

$ 0

6,400

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bryant Todd Wayne 9025 N. LINDBERGH DRIVE PEORIA, IL 61615			VP, Finance & Controller

Signatures

/s/ Todd W. Bryant		06/13/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Balance reflects annual company contributions and dividend reinvestment.
(2)	Stock option grant price adjusted to reflect $2.00 extraordinary dividend declared 11-12-15.
(3)	Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/13/14.
(4)	Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/14/13.
(5)	Stock option grant price adjusted to reflect $5 extraordinary dividend declared 11/14/12.
(6)	Stock Option grant price adjusted to reflect $5 RLI extraordinary dividend declared 11/17/11.
(7)	Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/14.
(8)	Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

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