Form 4 ERIE INDEMNITY CO For: Jan 20 Filed by: Vorsheck Elizabeth A

January 21, 2022 12:12 PM EST

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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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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 *
Vorsheck Elizabeth A

(Last) (First) (Middle)
6252 COMMERCIAL WAY PMB 140

(Street)
BROOKSVILLE FL 34613

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ ERIE ]
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)
01/20/2022
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               69,716 D  
Class A Common Stock               324,300 I By Audrey C. Hirt 1989/1990 Income Trust For E. Vorsheck
Class A Common Stock               193,679 I By Elizabeth Vorsheck Trustee Elizabeth Vorsheck Revocable Trust U/A DTD 05/03/99
Class A Common Stock               372,565 I By Frank William Hirt 1989/1990 Trust For E. Vorsheck
Class A Common Stock               686 I Elizabeth Vorsheck Trustee for the Elizabeth Vorsheck Revocable Trust 5/3/99
Class A Common Stock               3,000,000 I VEIC Limited Partnership
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
Directors' Deferred Compensation Share Credits $ 0 (1) 01/20/2022   A   78.179 (2)     (3)   (3) Class A Common Stock 78.179 $ 0 12,283.982 D  
Class B Common Stock $ 0 (4)               (4)   (4) Class A Common Stock 2,808,000 (4)   1,170 (4) I Contingent Beneficiary & Co-Trustee, Trust
Class B Common Stock $ 0 (4)               (4)   (4) Class A Common Stock 1,404,000 (4)   585 (4) I Contingent Beneficiary & Co-Trustee, Trust
Class B Common Stock $ 0 (4)               (4)   (4) Class A Common Stock 1,404,000 (4)   585 (4) I Primary Beneficiary & Co-Trustee, Trust
Explanation of Responses:
1. Conversion price is not applicable to shares granted under the Erie Indemnity Company Deferred Compensation Plan for Outside Directors (the "Plan").
2. Acquired pursuant to dividend reinvestment provisions of the Plan. The number of Share Credits credited to the account of the reporting person was determined in accordance with the Plan, based on the closing price of the Class A Common Stock on January 20, 2022.
3. 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.
4. 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.
Rebecca A. Buona, Power of Attorney 01/21/2022
** 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.


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