FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ [PRA] ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/25/2011 | A | 3,126(1) | A | $64.08 | 53,588 | D | |||
Common Stock | 02/25/2011 | A | 2,000(2) | A | $64.08 | 50,462 | D | |||
Common Stock | 1,320 | I | Shares Held in the ProAssurance Group Savings and Retirement Plan [401(k)] |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Restricted Stock Units | (3) | (3) | (3) | Common Stock | 2,085 | 2,085 | D | ||||||||
Restricted Stock Units | (4) | (4) | (4) | Common Stock | 2,085 | 2,085 | D | ||||||||
Employee Stock Option (Right to Buy) | $54.28 | 09/01/2008(5) | 09/01/2018 | Common Stock | 12,500 | 12,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $51.48 | 09/10/2007(6) | 09/10/2017 | Common Stock | 12,500 | 12,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $51.38 | 09/11/2006(7) | 09/11/2016 | Common Stock | 12,500 | 12,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $41.15 | 09/10/2005(8) | 09/10/2015 | Common Stock | 5,000 | 7,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $33.28 | 09/10/2004(9) | 09/10/2014 | Common Stock | 7,500 | 5,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $22 | 09/04/2003(10) | 09/03/2013 | Common Stock | 10,000 | 2,500 | D |
Explanation of Responses: |
1. Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2009. The Compensation Committee (consisting entirely of independent directors) of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award. |
2. These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2008 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors |
3. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2013 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes. |
4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2012 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes. |
5. The options vest in five equal, yearly installments commencing on September 1, 2008 |
6. The options vest in five equal, yearly installments commencing on September 10, 2007 |
7. The options vest in five equal, yearly installments commencing on September 11, 2006 |
8. The options vest in five equal, yearly installments commencing on September 10, 2005 |
9. The options vest in five equal, yearly installments commencing on September 10, 2004 |
10. The options vest in five equal, yearly installments commencing on September 4, 2003 |
Remarks: |
$64.08 is the closing price per share on the New York Stock Exchange on Friday, February 25, 2011. |
Frank B. O'Neil, POA for the Reporting Person, Darryl K. Thomas | 02/28/2011 | |
** 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 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). | ||
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. |