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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.38 | 09/11/2006(8) | 09/11/2016 | Common Stock | 12,500 | 12,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 41.15 | 11/16/2006 | M | 5,000 | 09/10/2005(9) | 09/10/2015 | Common Stock | 5,000 | $ 0 | 7,500 | D | ||||
| Employee Stock Option (Right to Buy) | $ 33.28 | 11/16/2006 | M | 7,500 | 09/10/2004(10) | 09/10/2014 | Common Stock | 7,500 | $ 0 | 5,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 22 | 11/16/2006 | M | 10,000 | 09/04/2003(11) | 09/03/2013 | Common Stock | 10,000 | $ 0 | 2,500 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.8 | 11/16/2006 | M | 25,000 | 07/15/2002(12) | 01/15/2012 | Common Stock | 25,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 13.35 | 11/16/2006 | M | 8,800 | 12/10/1999 | 02/26/2009 | Common Stock | 8,800 (13) | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 17.38 | 11/16/2006 | M | 27,684 | 09/20/1997 | 02/12/2007 | Common Stock | 27,684 (13) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Thomas Darryl Keith C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811 |
Senior Vice-President | Co-President of Subsidiary | ||
| Frank B. O'Neil as POA for Darryl K. Thomas | 11/22/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The 4,246 shares disposed of reflect 3,968 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/16/06, and 278 shares withheld by the issuer to cover the associated tax liability. |
| (2) | The 5,538 shares disposed of reflect 4,813 shares withheld by the issuer to fund the cashless exercise of 7,500 options on 11/16/06, and 725 shares withheld by the issuer to cover the associated tax liability. |
| (3) | The 5,794 shares disposed of reflect 4,243 shares withheld by the issuer to fund the cashless exercise of 10,000 options on 11/16/06, and 1,551 shares withheld by the issuer to cover the associated tax liability. |
| (4) | The 12,654 shares disposed of reflect 8,099 shares withheld by the issuer to fund the cashless exercise of 25,000 options on 11/16/06, and 4,555 shares withheld by the issuer to cover the associated tax liability. |
| (5) | The 4,019 shares disposed of reflect 2,255 shares withheld by the issuer to fund the cashless exercise of 8,800 options on 11/16/06, and 1,764 shares withheld by the issuer to cover the associated tax liability. |
| (6) | The 14,206 shares disposed of reflect 9,234 shares withheld by the issuer to fund the cashless exercise of 27,684 options on 11/16/06, and 4,972 shares withheld by the issuer to cover the associated tax liability. |
| (7) | The Form 4 filed on 11/17/06 reported an incorrect number of shares withheld to fund the exercise of this option. This amendment corrects that error and revises the number of shares beneficially owned following this transactions and other option ercises on the same day. |
| (8) | The options vest in five equal, yearly installments commencing on September 11, 2006 |
| (9) | The options vest in five equal, yearly installments commencing on September 10, 2005 |
| (10) | The options vest in five equal, yearly installments commencing on September 10, 2004 |
| (11) | The options vest in five equal, yearly installments commencing on September 4, 2003 |
| (12) | The options vest in five equal, yearly installments commencing on July 15, 2002 |
| (13) | Reflects options to purchase shares of ProAssurance Corporation common stock acquired beneficially by the reporting person in exchange for surrender of options to purchase shares of Professionals Group, Inc. in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc., under the ownership of ProAssurance Corporation. The acquisiton of ProAssurance Corporation shares reported herein is exempt from Section 16 (b) of the Securities Exchange Act, as amended, by virtue of Rule 16 (b)-6. |