Annual Statement of Changes in Beneficial Ownership (5)
February 11 2016 - 3:03PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
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1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hagen Thomas B
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2. Issuer Name
and
Ticker or Trading Symbol
ERIE INDEMNITY CO [ERIE]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
230 WEST 6TH STREET
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2015
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(Street)
ERIE, PA 16507-1319
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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6/15/2015
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J4
(1)
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6658800
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A
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$0
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6658800
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I
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Non-Exempt Marital Trust
(1)
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Class A Common Stock
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11/13/2015
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J4
(1)
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12230
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A
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$0
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12230
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I
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Estate of Susan H. Hagen
(1)
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Class A Common Stock
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5100
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D
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Class A Common Stock
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10086059
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I
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Family L.P.
(2)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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$0
(3)
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6/15/2015
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J4
(1)
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12
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(3)
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(3)
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Class A Common Stock
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28800
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$0
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12
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I
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Non-Exempt Marital Trust
(1)
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Class B Common Stock
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$0
(3)
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(3)
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(3)
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Class A Common Stock
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9600
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4
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D
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Class B Common Stock
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$0
(3)
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(3)
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(3)
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Class A Common Stock
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367200
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153
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I
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Family L.P.
(2)
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Directors' Deferred Compensation Phantom Units
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$0
(4)
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(5)
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(5)
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Class A Common Stock
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7812.531
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7812.531
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D
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Explanation of Responses:
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(
1)
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These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers.
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(
2)
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These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
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(
3)
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Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.
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(
4)
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Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
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(
5)
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The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There are no exercisable or expiration dates for these securities.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hagen Thomas B
230 WEST 6TH STREET
ERIE, PA 16507-1319
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X
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Signatures
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Chandra M. Burns, Power of Attorney
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2/11/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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