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*
CROWE A DERRILL MD

(Last) (First) (Middle)
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE

(Street)
BIRMINGHAM AL 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)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Chairman Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2005
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 12/12/2005 S 50,000 D $51.37 394,061 D
Common Stock 12/13/2005 P 20 A $51.34 20 I Spouse as custodian for minor child
Common Stock 499,044 I IRA-Sterne Agee & Leach
Common Stock 78,866 I IRA-Morgan Stanley
Common Stock 11,742(1) I ProAssurance Group Savings and Retirement Plan [401(k)]
Common Stock 1,285 I Spouse
Common Stock 1,162,791 I Crowe Family Partners, Ltd.
Common Stock 51,468 I(2) Trusts for the benefit of the reporting person's minor children
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
Employee Stock OPtion (Right to Buy) $41.15 09/10/2005(3) 09/10/2015 Common Stock 50,000 50,000 D
Employee Stock Option (Right to Buy) $33.28 09/10/2004(4) 09/10/2014 Common Stock 10,000 40,000 D
Employee Stock Option (Right to Buy) $22 09/04/2003(5) 03/04/2013 Common Stock 10,000 30,000 D
Employee Stock Option (Right to Buy) $16.8 07/15/2002(6) 01/15/2012 Common Stock 20,000 40,000 D
Employee Stock Option (Right to Buy) $24.68 06/20/2001 12/02/2007 Common Stock 109,341(7) 0 D
Explanation of Responses:
1. These shares were allocated prior to August 29, 2002 and were exempt under Rule 16b-3
2. Shares given to Trusts FBO the reporting person's minor children
3. The options vest in five equal installments commencing on September 10, 2005
4. The options vest in five equal installments commencing on September 10, 2004
5. The options vest in five equal installments commencing on September 4, 2003
6. The options vest in five equal installments commencing on July 15, 2002
7. On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act.
Remarks:
A. Derrill Crowe, M.D. 12/13/2005
** 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.