Protective Insurance (PTVCA) Form 4 BALDWIN & LYONS / NATHAN SHAPIRO 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

SHAPIRO NATHAN

(Last) (First) (Middle)

107 VICTORY DRIVE

(Street)

JUPITER FL 33477

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BALDWIN & LYONS INC [ BWINA / B ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017

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
Class A Common Stock								146,645	D
Class A Common Stock								239,296	I	Various(1)
Class A Common Stock								755,009	I	Various(3)
Class B Common Stock	05/01/2017		G	V	3,500	D	(4)	105,897	D
Class B Common Stock								610,125	I	Various(1)
Class B Common Stock								1,799,375	I	Various(3)

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
Right to sell (put)	(2)							12/31/1981	(2)	Class B Common	187,500		187,500	D
Right to sell (put)	(2)							12/31/1981	(2)	Class A Common	46,875		46,875	D

Explanation of Responses:

1. Owned by (a) New Horizons, Inc., (44,859 shares of Class A and 29,000 shares of class B) of which the undersigned is controlling stockholder; (b) Illinois Diversified, (21,375 shares of Class A and 85,500 shares of Class B) a general partnership as to which beneficial ownership is held by the undersigned; and (c) NS Associates, Inc., (173,062 shares of Class A and 495,625 shares of Class B) of which the undersigned is the controlling shareholder.

2. All puts are exercisable at any time at 90% of the Company's most recently published quarterly book value prior to the date of exercise. These rights have no expiration date.

3. Owned by (a) Gelbart Fur Dressers (not Inc.), (178,500 shares of Class A and 714,000 shares of Class B) and Jay Ell Company (not Inc.), (41,250 shares of Class A and 165,000 shares of Class B) limited partnerships; (b) Diversified Enterprises (not Inc.), (178,125 shares of Class A and 559,500 shares of Class B) a general partnership; (c) Shapiro Family L.P. - Gift Share (353,250 shares of Class A and 360,875 shares of Class B); ) and (d) Emlin Cosmetics, Inc. (3,884 shares of Class A). Beneficial ownership is shared by the undersigned and other family members for all shares owned by these entities.

4. No price was entered as the transaction is a bona fide gift and is exempt under Section 16(b).

Remarks:

	Michael Edwards on behalf of Nathan Shapiro under power of attorney	05/24/2017
	** 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 Number.