Sec Form 4 Filing - NIKOLAUS DONALD H @ DONEGAL GROUP INC - 2015-04-30

Insider filing report for Changes in Beneficial Ownership
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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
NIKOLAUS DONALD H
2. Issuer Name and Ticker or Trading Symbol
DONEGAL GROUP INC [ DGICA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
See Remarks/See Remarks
(Last) (First) (Middle)
1195 RIVER ROAD, P.O. BOX 302
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2015
(Street)
MARIETTA, PA17547
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
Class A common stock 04/30/2015 M( 1 ) 125,000 A $ 14 234,389.869 D
Class A common stock 04/30/2015 S 125,000 D $ 15.418 109,389.869 D
Class A common stock 174,118.483 I 401(k) Plan
Class A common stock 16,365.798 I Spouse
Class A common stock 166,369 I Family Foundation
Class A common stock 12,668 I Trust
Class B common stock 130,210.44 D
Class B common stock 51,637.532 I 401(k) Plan
Class B common stock 589 I Spouse
Class B common stock 3,938 I Family Foundation
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
Employee Stock option (right to buy) $ 14 04/30/2015 M( 1 ) 125,000 03/01/2011 07/15/2015 Class Acommon stock 125,000 $ 0 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NIKOLAUS DONALD H
1195 RIVER ROAD
P.O. BOX 302
MARIETTA, PA17547
X See Remarks See Remarks
Signatures
/s/ Donald H. Nikolaus 05/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of employee stock options under Rule 16b-3. As reported in Table II of this Form 4 Report, the exercise of options resulted in the acquisition of 125,000 shares of Class A common stock under Rule 16b-3, as reported in Table I of this Form 4 Report, which were concurrently sold, as reported in Table I of this Form 4 Report.

Remarks:
Chairman of the Board and PresidentReporting Person is the President of Donegal Group Inc. ("DGI"), on medical leave of absence in his capacity as Chief Executive Officer from August 29, 2014 through the date of this Form 4. Report. Reporting Person is also President and a director of Donegal Mutual Insurance Company ("DMIC"), the holder of majority voting control of DGI, on medical leave of absence as Chief Executive Officer of DMIC from October 6, 2014 through the date of this Form 4 Report.

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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