Thomas B. Hagen - Oct 31, 2023 Form 4 Insider Report for ERIE INDEMNITY CO (ERIE)

Role
Director
Signature
Rebecca A. Buona, Power of Attorney
Stock symbol
ERIE
Transactions as of
Oct 31, 2023
Transactions value $
$20,573
Form type
4
Date filed
11/1/2023, 02:31 PM
Previous filing
Oct 23, 2023
Next filing
Jan 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ERIE Class A Common Stock 5.1K Oct 31, 2023 Direct
holding ERIE Class A Common Stock 12.2K Oct 31, 2023 Estate of Susan H. Hagen F1
holding ERIE Class A Common Stock 10.1M Oct 31, 2023 Family L.P. F2
holding ERIE Class A Common Stock 6.66M Oct 31, 2023 Susan Hagen Estate Settlement Trust F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ERIE Directors' Deferred Compensation Share Credits Other $20.6K +74.5 +0.56% $276.19 13.4K Oct 31, 2023 Class A Common Stock 74.5 $0.00 Direct F4, F5, F6
holding ERIE Class B Common Stock 4 Oct 31, 2023 Class A Common Stock 9.6K $0.00 Direct F3
holding ERIE Class B Common Stock 173 Oct 31, 2023 Class A Common Stock 415K $0.00 Family L.P. F2, F3
holding ERIE Class B Common Stock 12 Oct 31, 2023 Class A Common Stock 28.8K $0.00 Susan Hagen Estate Settlement Trust F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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. 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.
F2 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.
F3 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.
F4 Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
F5 Acquired under Directors' Deferred Compensation Plan.
F6 The shares subject to this reporting are Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors' Stock Plan. These Share Credits represent the right to receive an equivalent number of shares of Erie Indemnity Company Class A common stock when the reporting individual's service as a Director of the Company ends. There are no exercisable or expiration dates for these securities.