PROASSURANCE CORP — Director's Dealing 2012

Dec 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2012-12-07

Reporting Person: Rand Edward Lewis Jr (Chief Financial Officer, Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-07	Common Stock	F	9197	$92.93	Disposed	38222	Direct
2012-12-07	Common Stock	M	12500	$92.93	Acquired	47419	Direct
2012-12-07	Common Stock	F	8957	$92.93	Disposed	34919	Direct
2012-12-07	Common Stock	M	12500	$92.93	Acquired	43876	Direct
2012-12-07	Common Stock	F	8949	$92.93	Disposed	31376	Direct
2012-12-07	Common Stock	M	12500	$92.93	Acquired	40325	Direct
2012-12-07	Common Stock	F	16148	$92.93	Disposed	27825	Direct
2012-12-07	Common Stock	M	25000	$92.93	Acquired	43973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-07	Employee Stock Option (Right to Buy)	$54.28	M	12500	Disposed	2018-09-01	Common Stock (12500)	Direct
2012-12-07	Employee Stock Option (Right to Buy)	$51.48	M	12500	Disposed	2017-09-10	Common Stock (12500)	Direct
2012-12-07	Employee Stock Option (Right to Buy)	$51.38	M	12500	Disposed	2016-09-11	Common Stock (12500)	Direct
2012-12-07	Employee Stock Option (Right to Buy)	$41.15	M	25000	Disposed	2015-09-10	Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (55)	55	Direct
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Restricted Stock Units	$		Common Stock (39)	39	Direct
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Restricted Stock Units	$		Common Stock (2085)	2085	Direct

Footnotes

F1: The 9,197 shares disposed of reflect 7,302 shares withheld by the issuer to fund the cashless exercise of 12,500 options on 12/07/12, and 1,895 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of options on December 7, 2012

F3: The 8,957 shares disposed of reflect 6,925 shares withheld by the issuer to fund the cashless exercise of 12,500 options on 12/07/12, and 2,032 shares withheld by the issuer to cover the associated tax liability.

F4: The 8,949 shares disposed of reflect 6,912 shares withheld by the issuer to fund the cashless exercise of 12,500 options on 12/07/12, and 2,037 shares withheld by the issuer to cover the associated tax liability.

F5: The 16,148 shares disposed of reflect 11,071 shares withheld by the issuer to fund the cashless exercise of 25,000 options on 12/07/12, and 5,077 shares withheld by the issuer to cover the associated tax liability.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: These options are fully vested and exercised in their entirety with this transaction.