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*
Rand Edward Lewis Jr

(Last) (First) (Middle)
C/OPROASSURANCE CORPORATION
100 BROOKWOOD PLACE

(Street)
BIRMINGHAM AL 35209

(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)
Chief Financial Officer / Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2010
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2010 S 2,993 (1) D $61.8 (1) 18,376 D
Common Stock 12/15/2010 F 7,007 (3) D $61.75 21,369 D
Common Stock 12/15/2010 M 10,000 (2) A $61.75 (2) 28,376 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) (4) (4) Common Stock 2,085 2,085 D
Restricted Stock Unit (5) (5) (5) Common Stock 2,085 2,085 D
Employee Stock Option (Right to Buy) $54.28 09/01/2008 (6) 09/01/2018 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $51.48 09/10/2007 (7) 09/10/2017 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $51.38 09/11/2006 (8) 09/11/2016 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $41.15 09/10/2005 (9) 09/10/2015 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $36.46 12/15/2010 M 10,000 05/10/2005 (10) 11/09/2014 Common Stock 10,000 $0 0 D
Explanation of Responses:
1. All shares sold at $61.80
2. Cashless exercise of options on 12/15/10
3. The 7,007 shares disposed of reflect 5,905 shares withheld by the issuer to fund the cashless exercise of 10,000 options on 12/15/10 and 1,102 shares withheld by the issuer to cover the associated tax liability.
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, 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.
5. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the 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.
6. The options vest in five equal, yearly installments commencing on September 1, 2008
7. The options vest in five equal, yearly installments commencing on September 10, 2007
8. The options vest in five equal, yearly installments commencing on September 11, 2006
9. The options vested in five equal, yearly installments commencing on September 10, 2005
10. The options vested in five equal, yearly installments commencing on May 10, 2005
Remarks:
Edward L. Rand, Jr. 12/17/2010
** 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).
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