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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) | 02/26/2009 | A | 1,040 | (4) | (4) | Common Stock | 1,040 | $ 0 | 1,040 | D | ||||
| Employee Stock Option (Right to Buy) | $ 54.28 | 09/01/2008(5) | 09/01/2018 | Common Stock | 6,250 | 6,250 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.48 | 09/10/2007(6) | 09/10/2017 | Common Stock | 6,250 | 6,250 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 51.38 | 09/11/2006(7) | 09/11/2016 | Common Stock | 1,250 | 5,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 41.15 | 09/10/2005(8) | 09/10/2015 | Common Stock | 5,000 | 7,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 33.28 | 09/10/2004(9) | 09/10/2014 | Common Stock | 5,000 | 2,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 56.43 | 11/15/2008(10) | 12/02/2009 | Common Stock | 737 | 737 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 56.43 | 11/15/2008(10) | 12/01/2008 | Common Stock | 1,032 | 1,032 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| O NEIL FRANK B C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811 |
Senior Vice-President | Assistant Secretary | ||
| Frank B. O'Neil | 02/27/2009 | |
| **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) | Payout of Performance Shares awarded to the reporting person upon compleition of a three year performance period in 2009. The Compensation Committee (consisting entirely of independent directors) of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award. |
| (2) | These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2008 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors |
| (3) | Shares 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. |
| (4) | 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. |
| (5) | The options vest in five equal, yearly installments commencing on September 1, 2008 |
| (6) | The options vest in five equal, yearly installments commencing on September 10, 2007 |
| (7) | The options vest in five equal, yearly installments commencing on September 11, 2006 |
| (8) | The options vest in five equal installments commencing on September 10, 2005 |
| (9) | The options vest in five equal installments commencing on September 10, 2004 |
| (10) | These are automatic reload rights resulting from the exercise of options under an existing grant to purchase shares under the ProAssurance Corporation Incentive Compensation Stock Plan. These reload options vest one year from the date of grant, provided that the Reporting Person maintains ownership of the ProAssurance shares that were purchased upon the exercise of the subject options. The grant of reload options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended ("the Act") by virtueof Rule 16b-3(d) promulgated under the Act. |