RLI CORP — Major Shareholding Notification 2008

Jan 31, 2008

SC 13G/A 1 a08-4163_1sc13ga.htm SC 13G/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 23)**

*RLI Corp.*

(Name of Issuer)

*Common Stock $1.00 Par Value*

(Title of Class of Securities)

*749607 10 7*

(CUSIP Number)

*December 31, 2007*

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
x	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).

SEQ.=1,FOLIO='',FILE='C:\JMS\sshah\08-4163-1\task2652237\4163-1-ba.htm',USER='sshah',CD='Jan 30 11:06 2008'

CUSIP No. 749607 10 7 — 1.	Names of Reporting Persons 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 1,201,808 Shares
	6.	Shared Voting Power As of December 31, 2007, the RLI Corp. Key Employee Excess Benefit Plan
has allocated 72,644 shares and the Executive Deferred Compensation Plan has
allocated 15,066 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 1,201,808 shares
	8.	Shared Dispositive Power The RLI Corp. Employee Stock Ownership Plan and Trust (“ESOP”) owns 1,474,495
shares (6.7 %) 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 1,398,256 Note: Mr. Stephens has the right to
acquire 108,738 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) x 68,935 Note: Mr. Stephens disclaims any
beneficial interest in the 68,935 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

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\sshah\08-4163-1\task2655810\4163-1-bc.htm',USER='sshah',CD='Jan 31 09:16 2008'

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 association 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).

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\sshah\08-4163-1\task2655810\4163-1-bc.htm',USER='sshah',CD='Jan 31 09:16 2008'

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
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

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\sshah\08-4163-1\task2655810\4163-1-bc.htm',USER='sshah',CD='Jan 31 09:16 2008'

ITEM 10. Certification

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.

01/31/08
Date
/s/ Gerald D. Stephens
Signature
Gerald D. Stephens/Chairman of the Board
Name/Title

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\sshah\08-4163-1\task2655810\4163-1-bc.htm',USER='sshah',CD='Jan 31 09:16 2008'