MARKEL GROUP INC. — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARKEL CORP (MKL)
CIK: 0001096343
Period of Report: 2015-02-23

Reporting Person: GAYNER THOMAS SINNICKSON (Pres. & Chief Investment Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	A	1269	$0.00	Acquired	39574.818	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2543.327	Indirect
Common Stock	2000	Indirect
Common Stock	446.66	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan that will vest, subject to certain conditions, on December 31, 2018.

F2: In addition to the award of 1,269 restricted stock units reported on this Form 4, the total includes 3,805 and 1,644 restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan, that will vest, subject to certain conditions, on May 13, 2016 and December 31, 2018, respectively; 1,267 restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan and the Markel Corporation Omnibus Incentive Plan, as applicable, that will vest, subject to certain conditions, on December 31, 2017; 2,224 and 1,071 restricted stock units granted pursuant to the Markel Corporation Omnibus Incentive Plan that will vest, subject to certain conditions, on May 10, 2015 and December 31, 2015, respectively.

F3: Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of December 31, 2014 and utilizes the closing stock price on that date of $682.84 per share. As of December 31, 2014, a unit under the Plan represented one share of Common Stock.