RLI CORP — Director's Dealing 2011

Nov 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2011-11-23

Reporting Person: Kennedy Daniel O (Vice President General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-23	Common Stock	M	2159	$46.31	Acquired	7636.724	Direct
2011-11-23	Common Stock	M	8000	$43.15	Acquired	15636.724	Direct
2011-11-23	Common Stock	M	3088	$45.30	Acquired	18724.724	Direct
2011-11-23	Common Stock	M	7200	$49.09	Acquired	25924.724	Direct
2011-11-23	Common Stock	M	6600	$43.00	Acquired	32524.724	Direct
2011-11-23	Common Stock	M	4120	$39.90	Acquired	36644.724	Direct
2011-11-23	Common Stock	M	1760	$49.34	Acquired	38404.724	Direct
2011-11-23	Common Stock	F	25364	$71.8169	Disposed	13040.724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-23	Stock Option	$46.31	M	2159	Disposed	2016-05-04	Common Stock (2159)	Direct
2011-11-23	Stock Option	$43.15	M	8000	Disposed	2016-05-04	Common Stock (8000)	Direct
2011-11-23	Stock Option	$45.30	M	3088	Disposed	2016-02-21	Common Stock (3088)	Direct
2011-11-23	Stock Option	$49.09	M	7200	Disposed	2017-05-03	Common Stock (7200)	Direct
2011-11-23	Stock Option	$43.00	M	6600	Disposed	2018-05-01	Common Stock (6600)	Direct
2011-11-23	Stock Option	$39.90	M	4120	Disposed	2017-05-07	Common Stock (4120)	Direct
2011-11-23	Stock Option	$49.34	M	1760	Disposed	2018-05-06	Common Stock (1760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2629.6372	Indirect
Common Stock	462.5521	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$58.73	2019-05-05	Common Stock (10000)	10000	Direct

Footnotes

F1: Ownership reflects dividend reinvestment.

F2: Stock Option grant price and number of incentive stock options granted adjusted to reflect $7 RLI extraordinary special dividend paid 12/29/10.

F3: 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.

F4: Stock Option grant price adjusted to reflect $7 RLI extraordinary dividend paid 12/29/10.

F5: Shares sold in connection with net exercise of options to fund exercise price and associated taxes, pursuant to a benefit plan registered under Form S-8.

F6: Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.