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Filing Details

Accession Number:: 0001194794-12-000094
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-09-24 19:10:08
Reporting Period:: 2012-09-24

Filing Date:: 2012-09-24
Accepted Time:: 2012-09-24 18:10:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1127703	Proassurance Corp	PRA	Fire, Marine & Casualty Insurance (6331)	631261433

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1307649	Jr Lewis Edward Rand	C/Oproassurance Corporation 100 Brookwood Place Birmingham AL 35209	Chief Financial Officer	No	Yes	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-09-24	3,000	$90.00	18,918	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Restricted Stock Units	$0.00			2,085	2,085	Direct
Common Stock	Restricted Stock Units	$0.00			39	39	Direct
Common Stock	Restricted Stock Units	$0.00			2,085	2,085	Direct
Common Stock	Restricted Stock Units	$0.00			2,085	2,085	Direct
Common Stock	Employee Stock Option (Right to Buy)	$54.28	2008-09-01	2018-09-01	12,500	12,500	Direct
Common Stock	Employee Stock Option (Right to Buy)	$51.48	2007-09-10	2017-09-10	12,500	12,500	Direct
Common Stock	Employee Stock Option (Right to Buy)	$51.38	2006-09-11	2016-09-11	12,500	12,500	Direct
Common Stock	Employee Stock Option (Right to Buy)	$41.15	2005-09-10	2015-09-10	25,000	25,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,085	2,085	Direct
	39	39	Direct
	2,085	2,085	Direct
	2,085	2,085	Direct
2018-09-01	12,500	12,500	Direct
2017-09-10	12,500	12,500	Direct
2016-09-11	12,500	12,500	Direct
2015-09-10	25,000	25,000	Direct

Footnotes

Open Market sale, all at $90.00/per share
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2014 (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.
RSU's are equal in value to one share of Common Stock, are issued under the 2008 Equity 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 or 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 2008 Equity Plan. Value to be established upon vesting.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2013 (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.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 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.
The options vest in five equal, yearly installments commencing on September 1, 2008
These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2007
These options are fully vested, having vested in five equal, yearly installments commencing on September 11, 2006
These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2005