0001194794-19-000072.txt : 20190311
0001194794-19-000072.hdr.sgml : 20190311
20190311092429
ACCESSION NUMBER: 0001194794-19-000072
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190222
FILED AS OF DATE: 20190311
DATE AS OF CHANGE: 20190311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: O NEIL FRANK B
CENTRAL INDEX KEY: 0001194794
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16533
FILM NUMBER: 19671131
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROASSURANCE CORP
CENTRAL INDEX KEY: 0001127703
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 631261433
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BROOKWOOD PLACE
CITY: BIRMINGHAM
STATE: AL
ZIP: 35209
BUSINESS PHONE: 2058774400
4/A
1
wf-form4a_155231065467964.xml
FORM 4/A
X0306
4/A
2019-02-22
2019-02-26
0
0001127703
PROASSURANCE CORP
PRA
0001194794
O NEIL FRANK B
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM
AL
35209-6811
0
1
0
1
Senior Vice-President
Assistant Secretary
Common Stock
2019-02-22
4
M
0
5000
43.70
A
113433
D
Common Stock
2019-02-22
4
F
0
2000
43.70
D
111433
D
Common Stock
2019-02-22
4
A
0
1000
43.70
A
112433
D
Common Stock
4050
I
Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock
1258
I
In Trust
Restricted Stock Units
Common Stock
90.0
90
D
Restricted Stock Units
Common Stock
93.0
93
D
Restricted Stock Units
2019-02-22
4
M
0
5000
0
D
Common Stock
5000.0
0
D
REVISED: Payout of Restricted Stock Units. Each Restricted Stock Unit (RSU) represented a contingent right to receive one share of ProAssurance Corporation common stock, awarded under terms of, and issuable from, the ProAssurance 2014 Equity Incentive Plan. The RSUs vested because the reporting person remained continuously employed by ProAssurance or one of its subsidiaries during the three-year vesting period that ended December 31, 2018. Vesting of 5,000 shares reduced by withholding 2,000 shares to cover the tax liability resulting from the vesting of this award.
These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance Corporation 2014 Equity Incentive Compensation Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors
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.
RSU's are equal in value to one share of Common Stock, issued on 10/5/17 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, 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 2014 Equity Incentive Plan with the value established at vesting.
RSU's are equal in value to one share of Common Stock, issued on 10/5/16 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, 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 2014 Equity Incentive Plan with the value established at vesting.
The amendment is filed to reflect revised tax withholding calculations resulting in a greater number of shares withheld from awards, and a lower net award to the reporting person.
Frank B. O'Neil
2019-03-11