PROASSURANCE CORP — Director's Dealing 2011

Dec 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP ([PRA])
CIK: 0001127703
Period of Report: 2011-12-09

Reporting Person: Lisenby Jeffrey Patton (Senior Vice-President, Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-09	Common Stock	F	4561	$79.87	Disposed	10688	Direct
2011-12-09	Common Stock	M	6000	$79.87	Acquired	15249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-09	Employee Stock Option (Right to Buy)	$54.28	M	5000	Disposed	2018-09-01	Common Stock (5000)	Direct
2011-12-09	Employee Stock Option (Right to Buy)	$51.48	M	1000	Disposed	2017-09-10	Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (39)	39	Direct
Restricted Stock Units	$		Common Stock (1040)	1040	Direct
Restricted Stock Units	$		Common Stock (1040)	1040	Direct
Restricted Stock Units	$		Common Stock (1040)	1040	Direct

Footnotes

F1: The 4,561 shares disposed of reflect 4,044 shares withheld by the issuer to fund the cashless exercise of 6,000 options after the market close on 12/9/2011, and 517 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of 6,000 options after the close of the market on December 9, 2011

F3: 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.

F4: 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.

F5: 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, 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.

F6: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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.

F7: The options vest in five equal, yearly installments commencing on September 1, 2008

F8: The options vested in five equal, yearly installments commencing on September 10, 2007. This is the final exercise of this group of options.