SEC Filing | Employers Holdings, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brown Lori A.

(Last)

(First)

(Middle)

10375 PROFESSIONAL CIRCLE

(Street)

RENO

89521

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
Employers Holdings, Inc. [ EIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Legal Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	2,480⁽¹⁾	D
Common Stock, par value $0.01	10,995	I	The Lori Ann Brown Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/11/2021	Common Stock, par value $0.01	2,000	20.87	D
Employee Stock Option (right to buy)	⁽³⁾	03/10/2022	Common Stock, par value $0.01	1,500	24.2	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/14/2023	Common Stock, par value $0.01	1,200	27.72	D

Explanation of Responses:

1. Includes (i) 225 restricted stock units that vest on March 15, 2019 (subject to the reporting person's continued employment on such date); (ii) 430 restricted stock units that vest in two equal annual installments beginning on March 15, 2019 (subject to the reporting person's continued employment on such dates); (iii) 705 restricted stock units that vest in three equal annual installments beginning on March 15, 2019 (subject to the reporting person's continued employment on such dates); and (iv) 1,120 restricted stock units that vest in four equal annual installments beginning on March 15, 2019 (subject to the reporting person's continued employment on such dates).

2. The option is fully vested and immediately exercisable.

3. The option vests in four equal annual installments beginning on March 15, 2016 (subject to the reporting person's continued employment on such dates).

4. The option vests in four equal annual installments beginning on March 15, 2017 (subject to the reporting person's continued employment on such dates).

Remarks:

	/s/ Lori A. Brown	01/03/2019
	** 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 5 (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.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Michael S. Paquette as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned to:

1. prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Employers
Holdings, Inc., a Nevada corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder, as
amended from time to time (the "Exchange Act");
2. seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to the
undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact
are necessary or desirable for and on behalf of the undersigned in connection with
the foregoing.

The undersigned acknowledges that:
1. this Power of Attorney authorizes, but does not require, such attorney-in-fact
to act in his discretion on information provided to such attorney-in-fact without
independent verification of such information;
2. any documents prepared and/or executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will contain such
information and disclosure as such attorney-in-fact, in his discretion, deems
necessary or desirable;
3. neither the Company nor such attorney-in-fact assumes (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act; and
4. this Power of Attorney does not relieve the undersigned from responsibility for
compliance with the undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite, necessary
or appropriate to be done in and about the foregoing matters as fully to all intents and
purposes as the undersigned might or could do if present, hereby ratifying all that such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to
be done by virtue of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this 7th day of December, 2018.


/s/Lori A. Brown
Lori A. Brown

STATE OF NEVADA
COUNTY OF WASHOE

On this 7th day of December, 2018, Lori A. Brown personally appeared before me,
and acknowledged that she executed the foregoing instrument for the purposes therein
contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


/s/ Tanya M Yamagata (Seal)
Tanya M Yamagata
Notary Public