SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Seth Anthony

(Last)

(First)

(Middle)

9025 N. LINDBERGH DRIVE

(Street)

PEORIA

61615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RLI CORP [ RLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VICE PRESIDENT, CONTROLLER

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							9,494.1437	D
Common Stock							5,148.524	I	RLI Corp. Executive Deferred Compensation Plan⁽¹⁾
Common Stock							14,177.803	I	RLI Corp. Employee Stock Ownership Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$57.09⁽⁴⁾						05/05/2017⁽³⁾	05/05/2024	Common Stock	6,000		0	D
Stock Option	$49.71⁽⁴⁾						05/04/2018⁽³⁾	05/04/2025	Common Stock	9,000		9,000	D
Stock Option	$56.14⁽⁴⁾						05/03/2019⁽³⁾	05/03/2026	Common Stock	7,000		7,000	D
Stock Option	$75.66⁽⁴⁾						05/02/2020⁽³⁾	05/02/2027	Common Stock	6,000		6,000	D
Stock Option	$86.24⁽⁴⁾						08/21/2021⁽³⁾	08/21/2028	Common Stock	5,000		5,000	D
Stock Option	$106.02⁽⁴⁾						05/06/2022⁽³⁾	05/06/2029	Common Stock	4,000		4,000	D
Stock Option	$109.6⁽⁴⁾						05/05/2023⁽³⁾	05/05/2030	Common Stock	4,000		4,000	D
Stock Option	$136.59						05/04/2024⁽³⁾	05/04/2031	Common Stock	3,000		3,000	D
Restricted Stock Unit	⁽⁵⁾						⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	150		150	D
Restricted Stock Unit	⁽⁵⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	150		150	D
Restricted Stock Unit	⁽⁵⁾						⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	150		150	D

Explanation of Responses:

1. Ownership reflects dividend reinvestment.

2. Balance reflects annual company contributions and dividend reinvestment.

3. Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

4. Stock option grant price adjusted to reflect $7.00 extraordinary dividend declared 11-10-2022.

5. Upon vesting, each restricted stock unit represents the right to receive one share of common stock.

6. These restricted stock units are scheduled to vest 100% on the third anniversary of the date of grant.

	/s/ Seth A. Davis	02/05/2024
	** 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.
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SEC Form 5 filed by Davis Seth Anthony