Bruce G Kelley Form 4 EMC INSURANCE / BRUCE G KELLEY ownership change

SEC Form 4

FORM 4

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

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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X

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

1. Name and Address of Reporting Person^*

KELLEY BRUCE G

(Last) (First) (Middle)

EMPLOYERS MUTUAL CASUALTY COMPANY

717 MULBERRY STREET

(Street)

DES MOINES IA 50309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMC INSURANCE GROUP INC [ EMCI ]

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2019

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
EMCI-Common Stock	09/19/2019		D(1)		138,657(2)	D	$36	0	I	By Trust
EMCI Common Stock	09/19/2019		D(1)		133,394	D	$36	1,500	D
EMCI Common Stock	09/19/2019		D(3)		1,500	D	$36	0	D
EMCI-Common Stock	09/19/2019		D(1)		2,250	D	$0	0	I	Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NQO Right To Buy	$16.27	09/19/2019		D			13,241	03/01/2012	03/01/2021	Common Stock	13,241(4)	$0	0	D
NQO Right To Buy	$13.9887	09/19/2019		D			13,500	03/01/2013	03/01/2022	Common Stock	13,500(5)	$0	0	D
Restricted Stock Units	$0.0	09/19/2019		D			3,000	03/01/2018	03/01/2021	Common Stock	3,000(6)	$0	0	D
Restricted Stock Units	$0.0	09/19/2019		D			4,500	03/01/2019	03/01/2022	Common Stock	4,500(7)	$0	0	D
Restricted Stock Units	$0.0	09/19/2019		D			6,000	03/01/2020	03/01/2023	Common Stock	6,000(8)	$0	0	D

Explanation of Responses:

1. In connection with the merger of EMC Insurance Group Inc. and a subsidiary of Employers Mutual Casualty Company, pursuant to an agreement and plan of merger dated May 8, 2019 (the "Merger Agreement"), all shares of EMC Insurance Group Inc. common stock were cancelled and automatically converted into the right to receive $36.00 per share, without interest.

2. Since the reporting person's last ownership form, 138,657 shares previously reported as directly held ordinary shares have been transferred and are now indirectly beneficially owned by Trust.

3. This restricted stock award which provided for vesting in four equal annual installments beginning March 1, 2017, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement, if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSA).

4. This option which provided for vesting in five equal annual installments beginning March 1, 2012, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share).

5. This option which provided for vesting in five equal annual installments beginning March 1, 2013, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share).

6. This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2018, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).

7. This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2019, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).

8. This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2020, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).

Remarks:

	Bruce G. Kelley	09/23/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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