SEC Form 4 · accession 0001194794-17-000093

PROASSURANCE CORP · PRA

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

Reporting owner

Samuel A Di Piazza Jr.

Director

Period of report

Jul 12, 2017

Accepted (ET)

Jul 12, 2017 · 5:35 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	Jul 12, 2017	A	26	$61.10	A	10,362	D

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^F2	—	holding	—	—	—	—	—	Common Stock	93	93	D
Restricted Stock Units^F3	—	holding	—	—	—	—	—	Common Stock	100	100	D

Explanation of responses

F1These shares were acquired from ProAssurance Corporation under its Director Deferred Stock Compensation Plan (the "Plan") and are exempt under Rule 16b-3. The Board of Directors may grant shares to directors at each annual meeting as part of their compensation and directors may elect to defer payment of the shares under the Plan. Any deferred shares are then credited to the electing director's account under the Plan, and accrue dividends as permitted by the Plan. On each subsequent dividend payment date, the accrued dividends are credited to the directors' deferred stock accounts as additional whole shares of deferred stock at the market price on the dividend payment date. Amounts attributable to fractional shares are denominated in dollars and applied toward additional shares of deferred stock on the next dividend payment date. Deferred stock will be paid solely in our shares of stock when the deferred stock is payable to the directors.
F2RSU'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.
F3RSU'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.

Remarks

$61.10 was the closing price of a share of ProAssurance common stock on the New York Stock Exchange on July 12, 2017, the date of the reported transaction.