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*
THIGPEN CARL S

(Last) (First) (Middle)
2801 HIGHWAY 280, SOUTH

(Street)
BIRMINGHAM AL 35223

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROTECTIVE LIFE CORP [ PL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CIO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012
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 02/13/2012 M 16,667 A $3.5 34,473 D
Common Stock 02/13/2012 M 16,667 A $3.5 51,140 D
Common Stock 02/13/2012 D 4,249 D $27.46 46,891 D
Common Stock 02/13/2012 F 9,235 D $27.46 37,656 D
Common Stock 02/14/2012 S 100 D $27.0315 37,556 D
Common Stock 02/14/2012 S 300 D $27.05 37,256 D
Common Stock 02/14/2012 S 500 D $27.05 36,756 D
Common Stock 02/14/2012 S 1,044 D $27.02 35,712 D
Common Stock 02/14/2012 S 2,300 D $27.35 33,412 D
Common Stock 02/14/2012 S 2,612 D $27.03 30,800 D
Common Stock 02/14/2012 S 2,700 D $27.35 28,100 D
Common Stock 02/14/2012 S 3,249 D $27.0131 24,851 D
Common Stock 02/14/2012 S 5,000 D $27.14 19,851 D
Common Stock 25,158.285 I By 401(k)(1)
Common Stock 3,688 I Deferred Compensation(2)
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
SAR $3.5 02/13/2012 M 16,667 03/04/2010 03/04/2020(3) Common Stock 16,667 $3.5 0.0000 D
SAR $3.5 02/13/2012 M 16,667 03/04/2011 03/04/2020(3) Common Stock 16,667 $3.5 0.0000 D
Restricted Stock Units(4) (5) 02/26/2013 02/26/2014 Common Stock 17,909 17,909 D
Restricted Stock Units(4) (5) 02/28/2014 02/28/2015 Common Stock 8,500 8,500 D
Restricted Stock Units(4) (5) 03/04/2012 03/04/2013 Common Stock 42,633 42,633 D
SAR(6) $18.36 02/26/2011 02/26/2020 Common Stock 5,784 5,784 D
SAR(6) $18.36 02/26/2012 02/26/2020 Common Stock 5,783 5,783 D
SAR(6) $18.36 02/26/2013 02/26/2020 Common Stock 5,783 5,783 D
SAR(6) $38.59 02/28/2009 02/28/2018 Common Stock 3,325 3,325 D
SAR(6) $38.59 02/28/2010 02/28/2018 Common Stock 3,325 3,325 D
SAR(6) $38.59 02/28/2011 02/28/2018 Common Stock 3,325 3,325 D
SAR(6) $38.59 02/29/2012 02/28/2018 Common Stock 3,325 3,325 D
SAR(6) $32 03/04/2007 03/04/2012 Common Stock 15,000 15,000 D
SAR(6) $41.05 03/04/2010 03/04/2015 Common Stock 35,000 35,000 D
SAR(6) $3.5 03/04/2012 03/04/2020 Common Stock 16,666 16,666 D
SAR(6) $43.46 03/05/2008 03/05/2017 Common Stock 1,850 1,850 D
SAR(6) $43.46 03/05/2009 03/05/2017 Common Stock 1,850 1,850 D
SAR(6) $43.46 03/05/2010 03/05/2017 Common Stock 1,850 1,850 D
SAR(6) $43.46 03/05/2011 03/05/2017 Common Stock 1,850 1,850 D
Explanation of Responses:
1. Includes shares acquired under PLC's 401(k) and Stock Ownership Plan since the date of the reporting person's last ownership report.
2. Shares acquired through PLC Def. Comp. Plan for Officers of the Corporation (exempt under Rule 16b-3).Total amount in Col. 5 includes dividend shares acquired under the PLC Def. Comp. Plan for Officers exempt under Rule 16-a 11.
3. Expiration date on this transaction was inadvertently incorrect as 2020 and should have been 2019.
4. Previously reported Restricted Stock Units.
5. Each restricted stock unit represents a contingent right to receive one share of PLC common stock.
6. Previously reported Stock Appreciation Right (SAR).
by Alfred F. Delchamps, III, Attorney-in-Fact for Carl S. Thigpen 02/15/2012
** 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).
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