PROASSURANCE CORP — Director's Dealing 2019

Jul 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2019-07-11

Reporting Person: Gorrie Magnus James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-11	Common Stock	A	100	$39.58	Acquired	16485	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (90.0)	90	Direct
Restricted Stock Units	$		Common Stock (93.0)	93	Direct

Footnotes

F1: These shares were acquired from ProAssurance Corporation under its Director Deferred Stock Compensation Plan (the "Plan") and are exempt under Rule 16b-3. The Board of Directors may grant shares to directors at each annual meeting as part of their compensation and directors may elect to defer payment of the shares under the Plan. Any deferred shares are then credited to the electing director's account under the Plan, and accrue dividends as permitted by the Plan. On each subsequent dividend payment date, the accrued dividends are credited to the directors' deferred stock accounts as additional whole shares of deferred stock at the market price on the dividend payment date. Amounts attributable to fractional shares are denominated in dollars and applied toward additional shares of deferred stock on the next dividend payment date. Deferred stock will be paid solely in our shares of stock when the deferred stock is payable to the directors.

F2: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2019 (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.

F3: RSU's are equal in value to one share of Common Stock, issued on 10/5/16 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, 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 2014 Equity Incentive Plan with the value established at vesting.