RLI CORP — Director's Dealing 2014

Mar 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2014-03-21

Reporting Person: Diefenthaler Aaron Paul (VP, CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-21	Common Stock	J	123.9148	—	Acquired	3336.4148	Direct
2014-03-21	Common Stock	J	7.9532	$45.31	Acquired	649.3285	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1034.5845	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$32.305	2020-02-01	Common Stock (10000)	10000	Direct
Stock Option	$30.35	2020-05-03	Common Stock (14000)	14000	Direct
Stock Option	$34.42	2021-05-02	Common Stock (16000)	16000	Direct

Footnotes

F1: The shares reflected in Column 4 were exempt from reporting. They were purchased through dividend reinvestment during 2013 and were inadvertently not reported to the Company. This filing corrects the total amount of securities beneficially owned in Column 5.

F2: Ownership reflects dividend reinvestment

F3: The securities herein were allocated to my account pursuant to the RLI Corp. Executive Deferred Compensation Agreement.

F4: Balance reflects annual company contributions and dividend reinvestment.

F5: Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/14/13.

F6: Stock option grant price adjusted to reflect $5 extraordinary dividend declared 11/14/12.

F7: Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/14.

F8: 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.