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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 | (5) | 02/21/2013 | F | 4,170 | (5) | (5) | Common Stock | 4,170 | $ 0 | 4,170 | D | ||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 116 (7) | 116 (7) | D | ||||||||
| Restricted Stock Units | (8) | (8) | (8) | Common Stock | 4,407 (11) | 4,407 (11) | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 82 (9) | 82 (9) | D | ||||||||
| Restricted Stock Units | (10) | (10) | (10) | Common Stock | 4,407 (11) | 4,407 (11) | D | ||||||||
| Restricted Stock Units | $ 46.87 | 02/21/2013 | F | 4,407 (12) | (12) | (12) | Common Stock | 2,085 (12) | $ 0 | 2,085 (12) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rand Edward Lewis Jr C/OPROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209 |
Chief Financial Officer | Senior Vice President | ||
| Frank B. O'Neil, Power-of-Attorney for the reporting person, Edward L. Rand, Jr. | 02/22/2013 | |
| **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) | 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 |
| (2) | On December 27, 2012, the common stock of ProAssurance Corporation split 2-for-1, resulting in the reporting person's ownership of 38,222 additional shares of common stock. These additional shares are reflected in the direct share ownership total for this report. |
| (3) | Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2012. The Compensation Committee of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award. The Compensation Committee is comprised solely of independent, non-employee directors. |
| (4) | Payout of Restricted Shares awarded to the reporting person upon completion of a three year vesting period. Vesting of 4,407 shares reduced by withholding of 2,027 shares to cover tax liability resulting from the maturation of this award. |
| (5) | 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, 2015 (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. |
| (6) | 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. |
| (7) | This Restricted Stock Unit was previously reported as covering 55 shares, but was adjusted to reflect the 2-for-1 stock split that was effective December 27, 2012, and special dividend that was paid on that same date. |
| (8) | 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, 2014 (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. |
| (9) | This Restricted Stock Unit was previously reported as covering 39 shares, but was adjusted to reflect the 2-for-1 stock split that was effective December 27, 2012, and special dividend that was paid on that same date. |
| (10) | 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. |
| (11) | This Restricted Stock Unit was previously reported as covering 2,085 shares, but was adjusted to reflect the 2-for-1 stock split that was effective December 27, 2012, and special dividend that was paid on that same date. |
| (12) | Restricted Stock Unit (RSU) representing a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the 2008 Equity Incentive Plan, vested on December 31, 2012 after the reporting person remained continuously employed by ProAssurance or one of its subsidiaries as specified in the original RSU grant. The RSUs will be settled in shares of ProAssurance Common Stock and cash, with the cash portion being approximately equal to the federal, state, and local taxes.This Restricted Stock Unit was previously reported as covering 2,085 shares, but was adjusted to reflect the 2-for-1 stock split that was effective December 27, 2012, and special dividend that was paid on that same date. |
| Remarks: $46.97 was the closing price of a share of ProAssurance stock on the New York Stock Exchange on February 21, 2013 and is used for calculation of compensation expense | |