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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 | ||||||||
| Restricted Stock Units | (4) | (4) | (4) | Common Stock | 2,085 | 2,085 | D | ||||||||
| Restricted Stock Units | (5) | (5) | (5) | Common Stock | 2,085 | 2,085 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 54.28 | 09/01/2008(6) | 09/01/2018 | Common Stock | 12,500 | 12,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.48 | 09/10/2007(7) | 09/10/2017 | Common Stock | 12,500 | 12,500 | D | ||||||||
| 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 | 09/10/2005(9) | 09/10/2015 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 33.28 | 09/10/2004(10) | 09/10/2014 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22 | 09/04/2003(11) | 03/04/2013 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 16.8 | 12/01/2010 | M(3) | 20,000 | 07/15/2002(12) | 11/05/2012 | Common Stock | 20,000 | $ 0 | 20,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FRIEDMAN HOWARD H 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 the Reporting Person | 12/03/2010 | |
| **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) | Weighted average of sale prices, which ranged from $59.95 to $60.05. The Reporting Person has provided to the issuer, and further undertakes to provide to the SEC staff or a security holder of the Issuer upon request, full information regarding the number of shares sold at each separate price. |
| (2) | The 10,318 shares disposed of reflect 5,585 shares withheld by the issuer to fund the cashless exercise of 20,000 options on 12/01/2010, and 4,733 shares withheld by the issuer to cover the associated tax liability. |
| (3) | Cashless exercise of options on 12/1/2010 |
| (4) | Shares acquired in the amended and restated ProAssurance Stock Ownership Plan. Purchases under this plan are exempt under Rule 16b-3(c) |
| (5) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2012 (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. |
| (6) | The options vest in five equal, yearly installments commencing on September 1, 2008 |
| (7) | The options vest in five equal, yearly installments commencing on September 10,2007 |
| (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 |
| Remarks: The Reporting Person is disclosing that 1,250 shares sold on December 2, 2010 were taken from shares realized in the option exercise of 12/01/2010. This sale is solely to satisfy additional state income tax liability. | |