0001194794-11-000034.txt : 20110517 0001194794-11-000034.hdr.sgml : 20110517 20110517163417 ACCESSION NUMBER: 0001194794-11-000034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110513 FILED AS OF DATE: 20110517 DATE AS OF CHANGE: 20110517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROASSURANCE CORP CENTRAL INDEX KEY: 0001127703 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 631261433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rand Edward Lewis Jr CENTRAL INDEX KEY: 0001307649 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16533 FILM NUMBER: 11851994 MAIL ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-05-13 0001127703 PROASSURANCE CORP PRA 0001307649 Rand Edward Lewis Jr C/OPROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM AL 35209 0 1 0 1 Chief Financial Officer Senior Vice President Common Stock 2011-05-13 4 S 0 1000 68.98 D 19001 D Restricted Stock Units Common Stock 2085 2085 D Restricted Stock Units Common Stock 2085 2085 D Restricted Stock Unit Common Stock 2085 2085 D Employee Stock Option (Right to Buy) 54.28 2008-09-01 2018-09-01 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 51.48 2007-09-10 2017-09-10 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 51.38 2006-09-11 2016-09-11 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 41.15 2005-09-10 2015-09-10 Common Stock 25000 25000 D Weighted average of sale prices, which ranged from $68.980 to $68.981 The Reporting Person has provided to the issuer, and further undertakes to provide to the SEC staff or a security holder of the Issuer upon request, full information regarding the number of shares sold at each separate price. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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 December 31, 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. 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 December 31, 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. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the 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. The options vest in five equal, yearly installments commencing on September 1, 2008 The options vest in five equal, yearly installments commencing on September 10, 2007 The options vest in five equal, yearly installments commencing on September 11, 2006 The options vested in five equal, yearly installments commencing on September 10, 2005 Edward L. Rand, Jr. 2011-05-17