PROASSURANCE CORP — Director's Dealing 2014

Jul 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2014-07-01

Reporting Person: Boguski Michael Leonard (President of a Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	3355	$44.70	Acquired	6555	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3000.0)	3000	Direct

Footnotes

F1: Shares awarded to the reporting person under terms of a previously disclosed retention agreement. This grant of shares from the 2014 Equity Incentive Plan was specifically approved by the Compensation Committee of the ProAssurance Corporation Board of Directors in accordance with SEC Rule 16b-3(d)(1).

F2: 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, 2016. 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.