RLI CORP — Major Shareholding Notification 2006

Jan 26, 2006

SC 13G/A 1 a06-3449_1sc13ga.htm AMENDMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. 21)**

*RLI Corp.*

(Name of Issuer)

*Common Stock $1.00 Par Value*

(Title of Class of Securities)

*749607 10 7*

(CUSIP Number)

*December 31, 2005*

(Date of Event Which Requires Filing of this Statement)

No Fee is being paid with this statement.

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 749607 10 7 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Gerald D. Stephens | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| | | Not applicable |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,161,974 Shares |
| | 6. | Shared Voting Power As of December 31, 2005, the RLI Corp. Key Employee Excess Benefit Plan has
allocated 115,675 shares and the Executive Deferred Compensation Plan has
allocated 18,293 shares of the Common Stock of RLI Corp. to the account of
Gerald D. Stephens. All such Common Stock in said Plans is voted by RLI Corp. Gerald D. Stephens is Chairman of the Board of RLI
Corp. All beneficial interest in such
Common Stock is otherwise vested in
the Reporting Person or his designated beneficiary. RLI Corp. and the Trustee disclaim
beneficial ownership in the Common Stock owned by the Key Employee Excess
Benefit and Executive Deferred Compensation Plans. |
| | 7. | Sole Dispositive Power 1,161,974 shares |
| | 8. | Shared Dispositive Power The RLI Corp. Employee Stock Ownership Plan and Trust ("ESOP") owns
1,954,073 shares (7.6%) of the Common Stock of RLI Corp. Under the terms of
the ESOP, RLI Corp., as Plan Administrator, determines the distribution of
shares according to the provisions of the Plan to eligible vested
participants or their beneficiaries. Gerald D. Stephens is Chairman of the
Board of RLI Corp. |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,643,896 Note: Mr. Stephens has the right to
acquire 347,954 shares of Common Stock through the RLI Corp. Incentive Stock
Option Plan. | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o 70,545 Note: Mr. Stephens disclaims any
beneficial interest in the 70,545 shares owned by his wife, Helen M.
Stephens. | |
| 11. | Percent of Class
Represented by Amount in Row (9) 6.3% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

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Item 1.	(a)	Name of Issuer RLI Corp.
	(b)	Address of Issuer’s
Principal Executive Offices 9025 North Lindbergh Drive, Peoria, IL
61615
Item 2.
	(a)	Name of Person Filing Gerald D. Stephens
	(b)	Address of Principal
Business Office or, if none, Residence 9025 North Lindbergh Drive, Peoria, IL
61615
	(c)	Citizenship United States
	(d)	Title of Class of
Securities Common Stock $1.00 Par Value
	(e)	CUSIP Number 749607 10 7
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned:
	(b)	Percent of class:
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
		(ii)	Shared power to vote or to
direct the vote
		(iii)	Sole power to dispose or
to direct the disposition of
		(iv)	Shared power to dispose or
to direct the disposition of
	Incorporated by reference
to Items 5) through 11) of the cover page
Item 5.	Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
	Not applicable
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
	Not applicable
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
	Not applicable
Item 8.	Identification and
Classification of Members of the Group
	Not applicable
Item 9.	Notice of Dissolution of
Group
Item 10.	Certification

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

01/23/06
Date
/s/ Gerald D. Stephens
Signature
Gerald D. Stephens
Name/Title

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