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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Contract (3) (4) | (3) (4) | 11/04/2004 | J(3)(4) | 0 (3) (4) | (3)(4) | 11/05/2007 | Common Stock | 5,000 | $ 0 (3) (4) | 0 (3) (4) | D | ||||
| Contract (5) (6) | (5) (6) | 11/04/2004 | J(5)(6) | 0 (5) (6) | (5)(6) | 11/04/2008 | Common Stock | 10,000 | $ 0 (5) (6) | 0 (5) (6) | D | ||||
| Contract (7) (8) | (7) (8) | 11/04/2004 | J(7)(8) | 0 (7) (8) | (7)(8) | 11/04/2009 | Common Stock | 5,000 | $ 0 (7) (8) | 0 (7) (8) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KIRSHNER ALAN I C/O MARKEL CORPORATION 4521 HIGHWOODS PKWY GLEN ALLEN, VA 23060 |
X | Chairman and CEO | ||
| Alan I. Kirshner | 11/08/2004 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of September 30, 2004 and utilizes the closing stock price on that date of $308.40 per share. As of 9/30/2004, a unit under the Plan represented one share of Common Stock. |
| (2) | Beneficial ownership of securities is expressly disclaimed. |
| (3) | On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("3-Year Forward Agreement") relating to the forward sale of 5000 shares of common stock of Markel Corporation ("Common Stock"). On November 4, 2004, the counterparty to the 3-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $314.50 (the "3-Year Floor Price"). The 3-year Forward Agreement provides that three business days after November 5, 2007 (the "3-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 3-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. |
| (4) | The agreed formula provides that (a) if the closing price per share of Common Stock on the 3-Year Maturity Date ("3-Year Final Price") is less than the 3-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 3-Year Final Price is equal to or greater than the 3-Year Floor Price but less than or equal to $408.85 (the "3-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 3-Year Floor Price/3-Year Final Price x 5000; and (c) if the 3-Year Final Price is greater than the 3-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(3-Year Floor Price/3-Year Final Price) + ((3-Year Final Price - 3-Year Cap Price)/3-Year Final Price)] x 5000. In consideration of the 3-Year Forward Agreement, Mr. Kirshner received a price of $1,320,900.00. |
| (5) | On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("4-Year Forward Agreement") relating to the forward sale of 10000 shares of Common Stock. On November 4, 2004, the counterparty to the 4-Year Forward Agreement sold 10000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "4-Year Floor Price"). The 4-year Forward Agreement provides that three business days after November 4, 2008 (the "4-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 4-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. |
| (6) | The agreed formula provides that (a) if the closing price per share of Common Stock on the 4-Year Maturity Date ("4-Year Final Price") is less than the 4-Year Floor Price, Mr. Kirshner will deliver 10000 shares; (b) if the 4-Year Final Price is equal to or greater than the 4-Year Floor Price but less than or equal to $425.8508 (the "4-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 4-Year Floor Price/4-Year Final Price x 10000; and (c) if the 4-Year Final Price is greater than the 4-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(4-Year Floor Price/4-Year Final Price) + ((4-Year Final Price- 4-Year Cap Price)/4-Year Final Price)] x 10000. In consideration of the 4-Year Forward Agreement, Mr. Kirshner received a price of $2,563,621.52. |
| (7) | On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("5-Year Forward Agreement") relating to the forward sale of 5000 shares of Common Stock. On November 4, 2004, the counterparty to the 5-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "5-Year Floor Price"). The 5-year Forward Agreement provides that three business days after November 4, 2009 (the "5-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 5-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula. |
| (8) | The agreed formula provides that (a) if the closing price per share of Common Stock on the 5-Year Maturity Date ("5-Year Final Price") is less than the 5-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 5-Year Final Price is equal to or greater than the 5-Year Floor Price but less than or equal to $441.6230 (the "5-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 5-Year Floor Price/5-Year Final Price x 5000; and (c) if the 5-Year Final Price is greater than the 5-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(5-Year Floor Price/5-Year Final Price) + ((5-Year Final Price- 5-Year Cap Price)/5-Year Final Price)] x 5000. In consideration of the 5-Year Forward Agreement, Mr. Kirshner received a price of $1,233,705.40. |