RLI CORP — Director's Dealing 2019

May 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2019-05-02

Reporting Person: Diefenthaler Aaron Paul (VP, CIO, Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-03	Common Stock	M	4000	$38.21	Acquired	20939.2849	Direct
2019-05-03	Common Stock	F	2796	$83.19	Disposed	18143.2849	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-02	Stock Option	$82.66	A	7500	Acquired	2027-05-02	Common Stock (7500)	Direct
2019-05-02	Restricted Stock Unit	$	A	300	Acquired		Common Stock (300)	Direct
2019-05-03	Stock Option	$38.21	M	4000	Disposed	2022-05-01	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1268.8607	Indirect
Common Stock	2868.7803	Indirect

Footnotes

F1: Ownership reflects dividend reinvestment

F2: Balance reflects annual company contributions and dividend reinvestment.

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: Upon vesting, each restricted stock unit represents the right to receive one share of common stock.

F5: These restricted stock units are scheduled to vest 100% on the third anniversary of the date of grant.

F6: Stock option grant price adjusted to reflect $2.00 extraordinary dividend declared 11-12-15.

F7: Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/13/14.