|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 33.28 | 09/10/2004(7) | 09/10/2014 | Common Stock | 12,500 | 12,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22 | 11/11/2004 | M | 5,000 (2) | 09/04/2003(8) | 03/04/2013 | Common Stock | 12,500 | $ 0 | 7,500 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.8 | 07/15/2002(9) | 11/05/2012 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 21.01 | 11/11/2004 | M | 1,442 (3) | 06/27/2001 | 12/07/2009 | Common Stock | 1,442 (10) | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.52 | 11/11/2004 | A | 964 (11) | 11/11/2005 | 12/07/2009 | Common Stock | 964 | $ 0 | 964 | D | ||||
| Employee Stock Option (Right to Buy) | $ 26.03 | 11/11/2004 | M | 1,768 (3) | 06/27/2001 | 12/01/2008 | Common Stock | 1,768 (10) | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.52 | 11/11/2004 | A | 1,350 (11) | 11/11/2005 | 12/01/2008 | Common Stock | 1,350 | $ 0 | 1,350 | D | ||||
| Employee Stock Option (Right to Buy) | $ 24.68 | 11/11/2004 | M | 1,714 (3) | 06/27/2001 | 12/02/2007 | Common Stock | 1,714 (10) | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.52 | 11/11/2004 | A | 1,265 (11) | 11/11/2005 | 12/02/2007 | Common Stock | 1,265 | $ 0 | 1,265 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| O NEIL FRANK B C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811 |
Senior Vice-President | Assistant Secretary | ||
| Frank B. O'Neil | 11/15/2004 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The 3,434 shares disposed of reflect 2,856 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/11/04, and 578 shares withheld by the issuer to cover the associated tax liability. |
| (2) | Cashless exercise of options on 11/11/2004 |
| (3) | Options exercised on 11/11/2004 by the surrender of shares previously owned for six months or more. |
| (4) | The 1,265 shares disposed of reflect 1,098 shares surrendered to the issuer to fund the cashless exercise of 1,714 options on 11/11/04and 167 shares surrendered to the issuer to cover the associated tax liability. |
| (5) | The 1,350 shares disposed of reflect 1,195 shares surrendered to the issuer to fund the cashless exercise of 1,768 options on 11/11/04, and 155 shares surrendered to the issuer to cover the associated tax liability. |
| (6) | The 964 shares disposed of reflect 787 shares surrendered to the issuer to fund the cashless exercise of 1,442 options on 11/11/04, and 177 shares surrendered to the issuer to cover the associated tax liability. |
| (7) | The options vest in five equal installments commencing on September 10, 2004 |
| (8) | The options vest in five equal installments commencing on September 4, 2003 |
| (9) | The options vest in five equal installments commencing on July 15, 2002 |
| (10) | Reflects options to purchase shares of ProAssurance Corporation common stock acquired beneficially by the reporting person in exchange for surrender of options to purchase shares of Medical Assurance, Inc. in connection with the consolidation of Medical Assurance, Inc. and Professionals group under the ownership of ProAssurance Corporation. The acquisition of options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act. |
| (11) | These are automatic reload rights resulting from the exercise of options under an existing grant to purchase shares under the ProAssurance Corporation Incentive Compensation Stock Plan. These reload options vest one year from the date of grant, provided that the Reporting Person maintains ownership of the ProAssurance shares that were purchased upon the exercise of the subject options. The grant of reload options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended ("the Act") by virtue of Rule 16b-3(d) promulgated under the Act. |