Sec Form 3 Filing - SRB Corp @ SAFETY INSURANCE GROUP INC - 2019-06-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SRB Corp
2. Issuer Name and Ticker or Trading Symbol
SAFETY INSURANCE GROUP INC [ SAFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
125 HIGH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2019
(Street)
BOSTON, MA02110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 1,546,533 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) I See notes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SRB Corp
125 HIGH STREET
BOSTON, MA02110
X
Plymouth Rock Co Inc
695 ATLANTIC AVENUE
BOSTON, MA02111
X
Signatures
/s/ F.C. Childs 06/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being jointly filed by SRB Corporation, a Massachusetts corporation ("SRB"), and The Plymouth Rock Company Incorporated, a Massachusetts corporation ("PRC"), and each shall be deemed a Reporting Person. SRB is a direct, wholly-owned subsidiary of PRC and acts as investment manager to PRC and, in such capacity, may be deemed to have voting and dispositive power over the shares of Common Stock reported on this Form 3. SRB disclaims beneficial ownership of the shares of Common Stock reported on this Form 3, and this report shall not be deemed an admission that SRB is a beneficial owner of such shares for purposes of Section 16 or for any other purpose. The Reporting Persons are making this single joint filing because they may be deemed a "group" within the meaning of Section 13(d)(3) of the Securities Act of 1934, as amended.
( 2 )This joint filing shall not, however, be deemed an affirmation that a group exists among the Reporting Persons for the purposes of the Securities Exchange Act of 1934 or for any other purpose and each Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned by any other person.
( 3 )PRC holds 69,629 of the shares of Common Stock reported on this Form 3. The following subsidiaries of PRC hold in the aggregate 478,966 shares of the Common Stock reported on this Form 3: Plymouth Rock Security Corporation, a Massachusetts security corporation ("PRSC"); Plymouth Rock Assurance Corporation, a Massachusetts corporation ("PRAC"); Pilgrim Insurance Company, a Massachusetts corporation; ("Pilgrim"); Bunker Hill Insurance Company, a Massachusetts corporation ("BHIC"); Bunker Hill Insurance Casualty Company, a Massachusetts corporation ("BHICC"); Bunker Hill Preferred Insurance Company, a Massachusetts corporation ("BHPREFIC"); Bunker Hill Property Insurance Company, a Massachusetts corporation ("BHPIC"); and Bunker Hill Security Insurance Company, a Massachusetts corporation ("BHSIC").
( 4 )PRSC, PRAC, and BHIC are direct wholly-owned subsidiaries of PRC. Pilgrim is a direct wholly-owned subsidiary of SRB. BHICC, BHPREFIC, BHPIC, and BHSIC are direct wholly-owned subsidiaries of BHIC. Palisades Safety and Assurance Association, a New Jersey reciprocal insurance exchange ("PSIA") , is managed by a subsidiary of PRC. PSIA and the following subsidiaries ofPSIA hold in the aggregate 997,938 shares of the Common Stock reported on this Form 3: High Point Safety and Insurance Company, a New Jersey corporation ("HPSIC"); High Point Property and Casualty Insurance Company, a New Jersey corporation ("HPPCIC"); High Point Preferred Insurance Company, a New Jersey corporation ("HPPIC"); Palisades Insurance Company, a New Jersey corporation ("PICNJ"); Twin Lights Insurance Company , a New Jersey corporation ("TLIC"); and Teachers Auto Insurance Company of New Jersey, a New Jersey corporation ("TAIC").
( 5 )HPSIC, HPPIC, TLIC, and TAIC are direct wholly-owned subsidiaries of HPPCIC, which is a direct wholly-owned subsidiary of PSIA, as is PICNJ. PRC disclaims beneficial ownership of the shares of Common Stock reported on this Form 3 except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that PRC is a beneficial owner of such shares for purposes of Section 16 or for any other purposes.

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).
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