Statement of Changes in Beneficial Ownership (4)
May 27 2022 - 5:35PM
Edgar (US Regulatory)
FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Smiddy Craig R |
2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP
[
ORI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
307 N. MICHIGAN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2022 |
(Street)
CHICAGO, IL 60601
(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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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/26/2022 (1) | | A | | 70000 (1) | A | $0 | 78584.7269 | D | |
Common Stock | | | | | | | | 26825.80 | I | By ESSOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
2022 Employee Stock Option | $25.49 | 5/26/2022 (1) | | A | | 180000 (1) | | 3/10/2023 (1) | 3/9/2032 | Common Stock | 180000.0 | $0 | 180000 | D | |
Explanation of Responses: |
(1) | These awards were issued under the Old Republic International 2022 Incentive Compensation Plan (the "2022 Plan"). While these awards were conditionally approved on March 10, 2022, they did not become effective until the Company's shareholders approved the 2022 Plan on May 26, 2022. The Common Stock award is restricted and subject to certain forfeiture conditions and vests in three equal installments beginning March 10, 2023. No consideration was paid for these shares, although they were awarded when the Common Stock was valued at $25.49 per share. The 2022 Employee Stock Option award is subject to certain forfeiture conditions and vests in three equal annual installments beginning March 10, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smiddy Craig R 307 N. MICHIGAN AVENUE CHICAGO, IL 60601 | X |
| President & CEO |
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Signatures
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William J. Dasso, Power of Attorney for Craig R. Smiddy | | 5/27/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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