SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O NEIL FRANK B

(Last)

(First)

(Middle)

C/O PROASSURANCE CORPORATION

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM

35209-6811

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ PRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Senior Vice-President		Assistant Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2006		F		1,242⁽¹⁾	D	$51.84	30,695	D
Common Stock	11/14/2006		M		1,250	A	$51.84	31,937	D
Common Stock	11/14/2006		F		4,247⁽²⁾	D	$51.84	30,687	D
Common Stock	11/14/2006		M		5,000	A	$51.84	34,934	D
Common Stock	11/14/2006		F		5,539⁽³⁾	D	$51.84	29,934	D
Common Stock	11/14/2006		M		7,500	A	$51.84	35,473	D
Common Stock	11/14/2006		F		2,898⁽⁴⁾	D	$51.84	27,973	D
Common Stock	11/14/2006		M		5,000	A	$51.84	30,871	D
Common Stock	11/14/2006		F		12,656⁽⁵⁾	D	$51.84	25,871	D
Common Stock	11/14/2006		M		25,000	A	$51.84	38,527	D
Common Stock								629	I	In Trust⁽⁶⁾
Common Stock								2,025	I	Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock								598	I	Shares held in childrens' UTMA accounts for which the reporting person is the trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$51.38	11/14/2006		M			1,250	09/11/2006⁽⁷⁾	09/11/2016	Common Stock	1,250	$0	5,000	D
Employee Stock Option (Right to Buy)	$41.15	11/14/2006		M			5,000	09/10/2005⁽⁸⁾	09/10/2015	Common Stock	5,000	$0	7,500	D
Employee Stock Option (Right to Buy)	$33.28	11/14/2006		M			7,500	09/10/2004⁽⁹⁾	09/10/2014	Common Stock	7,500	$0	5,000	D
Employee Stock Option (Right to Buy)	$22	11/14/2006		M			5,000	09/04/2003⁽¹⁰⁾	03/04/2013	Common Stock	5,000	$0	2,500	D
Employee Stock Option (Right to Buy)	$16.8	11/14/2006		M			25,000	07/15/2002⁽¹¹⁾	11/05/2012	Common Stock	25,000	$0	0	D
Employee Stock Option (Right to Buy)	$50.87							12/16/2006⁽¹²⁾	12/02/2007	Common Stock	1,041		1,041	D
Employee Stock Option (Right to Buy)	$50.87							12/16/2006⁽¹²⁾	12/01/2008	Common Stock	1,111		1,111	D
Employee Stock Option (Right to Buy)	$50.87							12/16/2006⁽¹²⁾	12/15/2006	Common Stock	794		794	D

Explanation of Responses:

1. The 1,242 shares disposed of reflect 1,239 shares withheld by the issuer to fund the cashless exercise of 25,000 options on 11/14/06, and 3 shares withheld by the issuer to cover the associated tax liability.

2. The 4,247 shares disposed of reflect 3,969 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/14/06, and 278 shares withheld by the issuer to cover the associated tax liability.

3. The 5,539 shares disposed of reflect 4,815 shares withheld by the issuer to fund the cashless exercise of 7,500 options on 11/14/06, and 724 shares withheld by the issuer to cover the associated tax liability.

4. The 2,898 shares disposed of reflect 2,122 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/14/06, and 776 shares withheld by the issuer to cover the associated tax liability.

5. The 12,656 shares disposed of reflect 8,102 shares withheld by the issuer to fund the cashless exercise of 25,000 options on 11/14/06, and 4,554 shares withheld by the issuer to cover the associated tax liability.

6. Shares are held in the George O'Neil Generation-Skipping Trust, Non-Exempt, fbo Frank B. O'Neil. The Reporting Person disclaims beneficial ownership because the Trustee retains sole investmenet control over the shares.

7. The options vest in five equal, yearly installments commencing on September 11, 2006

8. The options vest in five equal installments commencing on September 10, 2005

9. The options vest in five equal installments commencing on September 10, 2004

10. The options vest in five equal installments commencing on September 4, 2003

11. The options vest in five equal installments commencing on July 15, 2002

12. These are automatic reload rights resulting from the exercise of options under an existing grant to purchase shares under the ProAssurance Corporation Incentive Compensation Stock Plan. These reload options vest one year from the date of grant, provided that the Reporting Person maintains ownership of the ProAssurance shares that were purchased upon the exercise of the subject options. The grant of reload options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended ("the Act") by virtueof Rule 16b-3(d) promulgated under the Act.

Remarks:

	Frank B. O'Neil	11/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.