PROASSURANCE CORP — Director's Dealing 2012

Sep 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2012-09-05

Reporting Person: STARNES WILLIAM STANCIL (Director, Chairman, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-05	Common Stock	F	11945	$90.29	Disposed	90923	Direct
2012-09-05	Common Stock	M	16000	$90.29	Acquired	102868	Direct
2012-09-05	Common Stock	F	75978	$90.29	Disposed	86868	Direct
2012-09-05	Common Stock	M	100000	$90.29	Acquired	162846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-05	Employee Stock Option (Right to Buy)	$54.28	M	16000	Disposed	2018-09-01	Common Stock (16000)	Direct
2012-09-05	Employee Stock Option (Right to Buy)	$56.16	M	100000	Disposed	2017-07-01	Common Stock (100000)	Direct

Holdings (Derivative)

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

Footnotes

F1: The 11,945 shares disposed of reflect 9,619 shares withheld by the issuer to fund the cashless exercise of 16,000 options after the market close on 9/5/12 and 2,326 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of 16,000 options after the close of the market on September 5, 2012

F3: The 75,978 shares disposed of reflect 62,200 shares withheld by the issuer to fund the cashless exercise of 100,000 options after the market close on 9/5/12 and 13,778 shares withheld by the issuer to cover the associated tax liability.

F4: Cashless exercise of 100,000 options after the close of the market on September 5, 2012

F5: 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.

F6: These options are fully vested and exercised in their entirety with this transaction.

F7: These options are fully vested and exercised in their entirety with this transaction.