PROASSURANCE CORP — Director's Dealing 2012

Oct 9, 2012

SEC Form 4/A — Form 4/A

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2012-09-18

Reporting Person: O NEIL FRANK B (Senior Vice-President, Assistant Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-18	Common Stock	F	4424	$90.07	Disposed	33185	Direct
2012-09-18	Common Stock	M	6250	$90.07	Acquired	37609	Direct
2012-09-18	Common Stock	F	4509	$90.07	Disposed	31359	Direct
2012-09-18	Common Stock	M	6250	$90.07	Acquired	35868	Direct
2012-09-18	Common Stock	F	3421	$90.07	Disposed	29618	Direct
2012-09-18	Common Stock	M	5000	$90.07	Acquired	33039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-18	Employee Stock Option (Right to Buy)	$54.28	M	6250	Disposed	2018-09-01	Common Stock (6250)	Direct
2012-09-18	Employee Stock Option (Right to Buy)	$51.48	M	6250	Disposed	2017-09-10	Common Stock (6250)	Direct
2012-09-18	Employee Stock Option (Right to Buy)	$51.38	M	5000	Disposed	2016-09-11	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	629	Indirect
Common Stock	2025	Indirect
Common Stock	283	Indirect
Common Stock	315	Indirect

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

Footnotes

F1: The 4,424 shares disposed of reflect 3,767 shares withheld by the issuer to fund the cashless exercise of 6,250 options after the market close on 9/18/12 and 657 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of 6,250 options after the close of the market on September 18, 2012 [See Remarks]

F3: The 4,509 shares disposed of reflect 3,573 shares withheld by the issuer to fund the cashless exercise of 6,250 options after the market close on 9/18/12 and 936 shares withheld by the issuer to cover the associated tax liability.

F4: The 3,421 shares disposed of reflect 2,853 shares withheld by the issuer to fund the cashless exercise of 5,000 options after the market close on 9/18/12 and 568 shares withheld by the issuer to cover the associated tax liability.

F5: Cashless exercise of 5,000 options after the close of the market on September 18, 2012

F6: Shares are held in the George O'Neil Generation-Skipping Trust, Non-Exempt, fbo Frank B. O'Neil. The Reporting Person disclaims beneficial ownership because the Trustee retains sole investmenet control over the shares.

F7: 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.

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, 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.

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