Sec Form 4 Filing - YEAGER RANDE KEITH @ OLD REPUBLIC INTERNATIONAL CORP - 2017-02-06

FORM 4 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 YEAGER RANDE KEITH 2. Issuer Name and Ticker or Trading Symbol OLD REPUBLIC INTERNATIONAL CORP [ ORI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP - Title Insurance (Last) (First) (Middle) 307 NORTH MICHIGAN AVENUE, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2017 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/06/2017 P( 1 ) 0 A $ 0 39,451 I By ESSOP Common Stock 02/06/2017 M 6,300 A $ 12.33 33,579 D Common Stock 02/06/2017 S 6,300 D $ 20.94 ( 2 ) 27,279 D Common Stock 02/06/2017 M 21,500 A $ 10.8 48,779 D Common Stock 02/06/2017 S 21,500 D $ 20.93 ( 2 ) 27,279 D Common Stock 02/06/2017 M 21,000 A $ 12.57 48,279 D Common Stock 02/06/2017 S 21,000 D $ 20.93 ( 2 ) 27,279 D Common Stock 02/06/2017 M 37,500 A $ 16.06 64,779 D Common Stock 02/06/2017 S 37,500 D $ 20.93 ( 2 ) 27,279 D Common Stock 02/06/2017 M 30,000 A $ 15.26 57,279 D Common Stock 02/06/2017 S 30,000 D $ 20.93 ( 2 ) 27,279 D

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 2011 Employee Stock Option $ 12.33 02/06/2017 M 6,300 ( 3 ) 03/23/2021 Common Stock 6,300 $ 0 0 D 2012 Employee Stock Option $ 10.8 02/06/2017 M 21,500 ( 3 ) 03/21/2022 Common Stock 21,500 $ 0 0 D 2013 Employee Stock Option $ 12.57 02/06/2017 M 21,000 ( 3 ) 03/20/2023 Common Stock 21,000 $ 0 9,000 D 2014 Employee Stock Option $ 16.06 02/06/2017 M 37,500 ( 3 ) 03/19/2024 Common Stock 37,500 $ 0 0 D 2015 Employee Stock Option $ 15.26 02/06/2017 M 30,000 ( 3 ) 03/19/2025 Common Stock 30,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YEAGER RANDE KEITH 307 NORTH MICHIGAN AVENUE SUITE 2300 CHICAGO, IL60601 Sr. VP - Title Insurance Signatures William J. Dasso, Power of Attorney for Rande K. Yeager 02/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No transactions related to this indirect ownership of 39,451 shares. ( 2 )Average price. ( 3 )These shares vest and become exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth year. Also vesting shall accelerate if the optionee dies, becomes disabled, retires or a change in control of the company occurs. For those optionees over age 65 and who have been employed for 10 years or more by the company on the date of grant, 100% of the option shares vest immediately upon such grant.

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).

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