-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMyaYNAkpftv8NaH/fvQsYVWuBHtsI6+JFt0U/zlSZXCfKK21X/xvMpixDmV6QYq 00jvkxPdNNoPodPChAtrxw== 0001209191-10-057887.txt : 20101202 0001209191-10-057887.hdr.sgml : 20101202 20101202142427 ACCESSION NUMBER: 0001209191-10-057887 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101130 FILED AS OF DATE: 20101202 DATE AS OF CHANGE: 20101202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blacklock Jessica CENTRAL INDEX KEY: 0001493458 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31434 FILM NUMBER: 101227436 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY, C-300 CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS SERVICE GROUP INC CENTRAL INDEX KEY: 0000724024 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 751458323 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123280888 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78746 4 1 c09149_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-11-30 1 0000724024 AMERICAN PHYSICIANS SERVICE GROUP INC AMPH 0001493458 Blacklock Jessica 1301 S. CAPITAL OF TEXAS HIGHWAY C-300 AUSTIN TX 78746 0 1 0 0 VP General Counsel Common Stock 2010-11-30 4 D 0 265 32.50 D 0 I By 401(k) Plan Common Stock Options 22.79 2010-11-30 4 D 0 5000 9.71 D 2014-10-01 Common Stock 5000 0 D Common Stock Options 24.15 2010-11-30 4 D 0 5000 8.35 D 2015-06-03 Common Stock 5000 0 D Disposed and cancelled 265 shares of Common Stock (defined below) held by the Issuer's 401(k) Plan in connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2010, by and among ProAssurance Corporation, CA Bridge Corporation, and American Physicians Service Group, Inc. (the "Issuer"). Pursuant to such Merger Agreement, each share of common stock of the Issuer, par value $0.10 per share (the "Common Stock") was converted into the right to receive $32.50 in cash and cancelled. This option, which provided for vesting over a three-year period from the grant date, vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $48,550, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). This option, which provided for vesting, which provided for vesting over a three-year period from the grant date, vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $41,750, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). /s/ Jessica Blacklock 2010-11-30 -----END PRIVACY-ENHANCED MESSAGE-----