SEC Form 4 · accession 0001194794-18-000162
PROASSURANCE CORP · PRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Dana S Hendricks
Officer — Chief Financial Officer
Period of report
Oct 5, 2018
Accepted (ET)
Oct 9, 2018 · 9:30 am 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 StockF1 | Oct 5, 2018 | M | 70 | $45.62 | A | 3,372 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF1 | — | Oct 5, 2018 | M | 100 | A | — | — | Restricted Share Units | 100 | 0 | D |
| Restricted Stock UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 90 | 90 | D |
| Restricted Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 93 | 93 | D |
Explanation of responses
- F1Transactions as a result of the vesting of Restricted Share Units (RSUs) issued to the reporting person on 10/5/15 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 100 shares reduced by withholding of 30 shares to cover tax liability resulting from the maturation of this award.
- F2RSU'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.
- F3RSU'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.