ERIE INDEMNITY CO — Director's Dealing 2017

Apr 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERIE INDEMNITY CO (ERIE)
CIK: 0000922621
Period of Report: 2017-04-21

Reporting Person: Vorsheck Elizabeth A (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-21	Directors' Deferred Compensation Phantom Units	$0	A	58.114	Acquired		Class A Common Stock (58.114)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	69516	Direct
Class A Common Stock	324300	Indirect
Class A Common Stock	500000	Indirect
Class A Common Stock	162533	Indirect
Class A Common Stock	372565	Indirect
Class A Common Stock	3000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 Erie Indemnity Company Deferred Compensation Plan for Outside Directors (the "Plan").

F2: Acquired pursuant to dividend reinvestment provisions of the Plan. The number of Phantom Units credited to the account of the reporting person was determined in accordance with the Plan, based on the closing price of the Class A Common Stock on April 20, 2017.

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 the Plan. These Share Credits 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 the Plan. These Share Credits 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.