PROASSURANCE CORP — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2012-03-13

Reporting Person: ADAMO VICTOR T (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	F	10963	$89.30	Disposed	54804	Direct
2012-03-13	Common Stock	M	15000	$89.30	Acquired	65767	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-13	Employee Stock Option (Right to Buy)	$51.48	M	15000	Disposed	2017-09-10	Common Stock (15000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (39)	39	Direct
Restricted Share Units	$0		Common Stock (2500)	0	Direct
Employee Stock Option (Right to Buy)	$54.28	2018-09-01	Common Stock (15000)	15000	Direct

Footnotes

F1: The 10,963 shares disposed of reflect 8,648 shares withheld by the issuer to fund the cashless exercise of 15,000 options on 3/13/12, and 2,315 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of options on 3/13/12

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: Restricted Stock Unit (RSU) representing a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the 2008 Equity Incentive Plan, vested on February 26, 2012 after the reporting person remained continuously employed by ProAssurance or one of its subsidiaries for three years from date of grant. The RSUs will be settled in shares of ProAssurance Common Stock as valued on February 27, 2012, the first business day after vesting occured, and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

F5: The options vest in five equal, yearly installments commencing on September 1, 2008

F6: These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2007. This is the final exercise of options associated with this grant.