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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | (3) | (3) | Common Stock | 39 | 39 | D | ||||||||
| Restricted Share Units | (4) | (4) | (4) | Common Stock | 2,500 | 2,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 54.28 | 09/01/2008(5) | 09/01/2018 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.48 | 09/10/2007(6) | 09/10/2017 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.38 | 10/14/2011 | M | 15,000 (2) | 09/11/2006(7) | 09/11/2016 | Common Stock | 15,000 | $ 51.38 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ADAMO VICTOR T C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811 |
X | President | ||
| Victor T. Adamo | 10/18/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The 11,837 shares disposed of reflect 10,023 shares withheld by the issuer to fund the cashless exercise of 15,000 options on 10/14/2011, and 1,814 shares withheld by the issuer to cover the associated tax liability. |
| (2) | Cashless exercicse of options at the close of the market on 10/14/11. |
| (3) | RSU's are equal in value to one share of Common Stock, are issued under the 2008 Equity 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 or 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 2008 Equity Plan. Value to be established upon vesting. |
| (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) | These options are fully vested, having vested in five equal, yearly installments commencing on September 11, 2006. This is the final exercise of options associated with this grant. |
| Remarks: $76.90 is the closing price of a share of ProAssurance Common Stock on the New York Stock Exchange on Ocotber 14, 2011 | |