0001194794-17-000003.txt : 20170104
0001194794-17-000003.hdr.sgml : 20170104
20170104170114
ACCESSION NUMBER: 0001194794-17-000003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170103
FILED AS OF DATE: 20170104
DATE AS OF CHANGE: 20170104
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: Boguski Michael Leonard
CENTRAL INDEX KEY: 0001352245
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16533
FILM NUMBER: 17506667
MAIL ADDRESS:
STREET 1: 25 RACE AVENUE
CITY: LANCASTER
STATE: PA
ZIP: 17603
4
1
wf-form4_148356726131173.xml
FORM 4
X0306
4
2017-01-03
0
0001127703
PROASSURANCE CORP
PRA
0001352245
Boguski Michael Leonard
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM
AL
35209
0
1
0
0
President of a Subsidiary
Common Stock
2016-07-11
4
L
0
78
51.811
A
13358
D
Common Stock
2016-10-10
4
L
0
75
54.416
A
13433
D
Common Stock
2017-01-03
4
A
0
2678
56
A
16111
D
Restricted Stock Units
Common Stock
93.0
93
D
Common Stock
Common Stock
4000.0
4000
D
Restricted Stock Units
Common Stock
100.0
100
D
Restricted Stock Units
Common Stock
2550.0
2550
D
Restricted Stock Units
Common Stock
67.0
67
D
Common Stock
Common Stock
3000.0
3000
D
Shares awarded to the reporting person under terms of a previously disclosed retention agreement. This grant of shares from the 2014 Equity Incentive Plan was specifically approved by the Compensation Committee of the ProAssurance Corporation Board of Directors in accordance with SEC Rule 16b-3(d)(1).
RSU's are equal in value to one share of Common Stock, issued on 10/5/16 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, for "good reason," or a change of control of the Company. If a participant terminates employment more than twelve months but less than three years from the date of grant, the RSUs will partially vest based on the number of days that the participant was employed in the vesting period. Any RSUs that are unvested on termination of employment will be forfeited. In addition, if a participant withdraws shares purchased for his or her account, matching unvested RSUs will be forfeited. Upon vesting, we will pay the RSUs in shares of our Common Stock from those shares reserved for issuance under the 2014 Equity Incentive Plan with the value established at vesting.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2018 (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.
RSU's are equal in value to one share of Common Stock, issued on 10/5/15 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs will vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, for "good reason," or a change of control of the Company. If a participant terminates employment more than twelve months but less than three years from the date of grant, the RSUs will partially vest based on the number of days that the participant was employed in the vesting period. Any RSUs that are unvested on termination of employment will be forfeited. In addition, if a participant withdraws shares purchased for his or her account, matching unvested RSUs will be forfeited. Upon vesting, we will pay the RSUs in shares of our Common Stock from those shares reserved for issuance under the 2014 Equity Incentive Plan with the value established vesting.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2017 (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.
RSU's are equal in value to one share of Common Stock, issued on 10/6/14 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs will vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, for "good reason," or a change of control of the Company. If a participant terminates employment more than twelve months but less than three years from the date of grant, the RSUs will partially vest based on the number of days that the participant was employed in the vesting period. Any RSUs that are unvested on termination of employment will be forfeited. In addition, if a participant withdraws shares purchased for his or her account, matching unvested RSUs will be forfeited. Upon vesting, we will pay the RSUs in shares of our Common Stock from those shares reserved for issuance under the 2014 Equity Incentive Plan with the value established vesting.
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, 2016. 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.
$56.00 was the closing price of a share of ProAssurance common stock on January 3, 2017
Frank B. O'Neil, POA for the Reporting Person
2017-01-04