ERIE INDEMNITY CO — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERIE INDEMNITY CO (ERIE)
CIK: 0000922621
Period of Report: 2016-02-01

Reporting Person: Hagen Jonathan Hirt (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Directors' Deferred Compensation Phantom Units	$0	J	159.566	Acquired		Class A Common Stock (159.566)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	223130	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (2400)	1	Direct
Class B Common Stock	$0		Class A Common Stock (2808000)	1170	Indirect
Class B Common Stock	$0		Class A Common Stock (2808000)	1170	Indirect

Footnotes

F1: Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.

F2: Acquired under Directors' Deferred Compensation Plan

F3: The 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.

F4: The 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.

F5: Pursuant 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.