SEC Form 4 · accession 0001194794-15-000107

PROASSURANCE CORP · PRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frank B O'Neil

Officer — Senior Vice-President · Other

Period of report

Oct 5, 2015

Accepted (ET)

Oct 7, 2015 · 5:27 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001127703

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 5, 2015	M	116	$0.00	A	86,619	D
Common Stock^F1	Oct 5, 2015	D	31	$46.30	D	86,588	D
Common Stock^F2	Oct 5, 2015	A	100	$46.30	A	86,688	D
Common Stock	holding	—	—		—	4,050	I	Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock^F3	holding	—	—		—	1,258	I	In Trust
Common Stock^F4	holding	—	—		—	566	I	By son

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5	—	Oct 5, 2015	A	100	A	—	—	Common Stock	100	100	D
Restricted Stock Units^F1	—	Oct 5, 2015	M	116	D	—	—	Common Stock	116	0	D
Restricted Stock Units^F6	—	holding	—	—	—	—	—	Common Stock	2,265	2,265	D
Restricted Stock Units^F7	—	holding	—	—	—	—	—	Common Stock	112	112	D
Restricted Stock Units^F8	—	holding	—	—	—	—	—	Common Stock	114	114	D

Explanation of responses

F1Transactions as a result of the vesting of Restricted Share Units (RSUs) issued to the reporting person on October 5, 2012 under the 2008 Equity Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. Each RSU is equal to one share of Common Stock and vested upon the completion of three years of continuous employment. Vesting of 116 shares reduced by withholding of 31 shares to cover tax liability resulting from the maturation of this award.
F2Shares acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan
F3Shares 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.
F4Owned by the Reporting Person's son.
F5RSU's are equal in value to one share of Common Stock, issued on 10/5/15 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs will 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 vesting.
F6Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2017 (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.
F7RSU's are equal in value to one share of Common Stock, issued on 10/6/14 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs will 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 vesting.
F8RSU's are equal in value to one share of Common Stock, issued on October 7, 2013 under the 2008 Equity Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs will vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability or 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 2008 Equity Plan. Value to be established upon vesting.