As filed with the Securities and Exchange Commission on February 23, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
MARKEL CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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54-1959284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(804)
747-0136
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Richard R. Grinnan
General
Counsel and Secretary
Markel Corporation
4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(804)
747-0136
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement, as
determined by the Registrant.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be registered/
Proposed maximum offering
price per unit/Proposed
maximum aggregate
offering
price/ Amount of
registration fee
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Common Shares
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Preferred Shares
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Debt Securities
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Warrants
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(1)
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Share Purchase Contracts
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Share Purchase Units (2)
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(1)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices, along with an indeterminate number
of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, conversion or exchange
of other securities or that are issued in units. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.
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(2)
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Each Share Purchase Unit will consist of (a) a Share Purchase Contract, under which the holder, upon settlement, will purchase an indeterminate number of Common Shares and (b) a beneficial interest in Debt
Securities, Preferred Shares or debt obligations of third parties, including U.S. Treasury securities, purchased with the proceeds from the sale of the Share Purchase Units. Each beneficial interest will be pledged to secure the obligation of the
holder to purchase the Common Shares. No separate consideration will be received for the Share Purchase Contracts or the related beneficial interest.
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