Erie Indemnity director updates share-credit holdings
Erie Indemnity Company director Thomas B. Hagen reported updated equity holdings and deferred-share credits.
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Form Type
4
Rhea-AI Filing Summary
Erie Indemnity Company director Thomas B. Hagen reported updated equity holdings and deferred-share credits. The filing shows an additional 82.838 Directors' Deferred Compensation Share Credits at $253.85 per credit, acquired under dividend reinvestment, bringing that deferred account to 14,461.094 share credits tied to Class A common stock.
The report also lists large indirect positions in Class A and Class B shares held through the Estate of Susan H. Hagen, a family limited partnership, and an irrevocable trust, where Hagen shares or holds voting and investment powers but disclaims beneficial ownership beyond his pecuniary interest.
Insider Trade Summary
Other: 82.838 shares
Other
8 txns
Insider
Hagen Thomas B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Directors' Deferred Compensation Share Credits | 82.838 | $253.85 | $21K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Directors' Deferred Compensation Share Credits — 14,461.094 contracts (Direct);
Class B Common Stock — 28,800 contracts (Indirect, Susan Hagen Non-Exempt Marital Irrev);
Class B Common Stock — 9,600 contracts (Direct);
Class B Common Stock — 415,200 contracts (Indirect, Family L.P.);
Class A Common Stock — 5,100 shares (Direct);
Class A Common Stock — 6,658,800 shares (Indirect, Susan H. Hagen Non-Exempt Marital Irrev Trust);
Class A Common Stock — 10,086,059 shares (Indirect, Family L.P.);
Class A Common Stock — 12,230 shares (Indirect, Estate of Susan H. Hagen)
Footnotes (6)
- 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. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
- F4. Acquired under dividend reinvestment for Directors' Deferred Compensation Plan.
- F5. 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.
- F6. 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.
Key Figures
Deferred share credits added: 82.838 share credits
Price per deferred share credit: $253.85 per credit
Total deferred share credits: 14,461.094 share credits
+5 more
8 metrics
Deferred share credits added
82.838 share credits
Acquired via dividend reinvestment for Directors' Deferred Compensation Plan
Price per deferred share credit
$253.85 per credit
Directors' Deferred Compensation Share Credits transaction
Total deferred share credits
14,461.094 share credits
Balance following transaction in Directors' Deferred Compensation account
Irrevocable trust Class A shares
6,658,800 Class A shares
Passed to irrevocable trust related to Susan Hirt Hagen
Family LP Class A shares
10,086,059 Class A shares
Held by Hagen family limited partnership
Family LP Class B underlying shares
415,200 underlying Class A shares
From Class B common stock held indirectly via family limited partnership
Direct Class B underlying shares
9,600 underlying Class A shares
From Class B common stock held directly by the reporting person
Class B to Class A conversion rate
2,400 Class A per 1 Class B
Conversion feature described in company’s Articles of Incorporation
Key Terms
Directors' Deferred Compensation Plan, Outside Directors' Deferred Compensation Plan, Outside Directors' Stock Plan, Family L.P., +2 more
6 terms
Directors' Deferred Compensation Plan financial
"These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen... from Mrs. Hagen's Directors' Deferred Compensation Plan account"
Outside Directors' Deferred Compensation Plan financial
"Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan."
Outside Directors' Stock Plan financial
"Share Credits which are periodically credited... pursuant to its Outside Directors' Stock Plan."
Family L.P. financial
"These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner"
irrevocable trust financial
"passed to an irrevocable trust of which this reporting person became co-trustee"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ERIE director Thomas B. Hagen report in this Form 4 filing?
Thomas B. Hagen reported updated share and derivative holdings in Erie Indemnity. The filing highlights indirect stakes through an estate, a family limited partnership, and a marital trust, plus a small increase of 82.838 deferred compensation share credits linked to Class A common stock.
What does the restructuring-type transaction in ERIE’s Form 4 represent?
The only non-holding transaction is code J, classified as “other.” It reflects 82.838 Directors’ Deferred Compensation Share Credits acquired via dividend reinvestment, not an open-market trade. This increases the director’s deferred share-credit balance without indicating a conventional buy or sell decision.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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