PROASSURANCE CORP — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2012-12-28

Reporting Person: ADAMO VICTOR T (Director, Vice-Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	G	42000	—	Disposed	66248	Direct
2012-12-28	Common Stock	G	21000	—	Acquired	21000	Indirect
2012-12-28	Common Stock	G	21000	—	Acquired	21000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (55)	55	Direct
Restricted Stock Units	$		Common Stock (39)	39	Direct

Footnotes

F1: Gift of Shares to Trusts Established to Benefit the Children of the Reporting Person

F2: Reflects two-for-one stock split paid December 27, 2012

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.