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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock OPtion (Right to Buy) | $ 41.15 | 03/09/2005 | A | 50,000 | 09/10/2005(4) | 09/10/2015 | Common Stock | 50,000 | $ 41.15 | 50,000 | D | ||||
Employee Stock Option (Right to Buy) | $ 33.28 | 09/10/2004(5) | 09/10/2014 | Common Stock | 50,000 | 50,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 22 | 09/04/2003(6) | 03/04/2013 | Common Stock | 40,000 | 40,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 16.8 | 07/15/2002(7) | 01/15/2012 | Common Stock | 60,000 | 60,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 24.68 | 06/20/2001 | 12/02/2007 | Common Stock | 109,341 (8) | 109,341 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CROWE A DERRILL MD C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811 |
X | Chairman | Chief Executive Officer |
A. Derrill Crowe | 03/10/2005 | |
**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) | IRA formerly held at Smith Barney. Acount transfer effective 12/13/04 |
(2) | These shares were allocated prior to August 29, 2002 and were exempt under Rule 16b-3 |
(3) | Shares given to Trusts FBO the reporting person's minor children |
(4) | The options vest in five equal installments commencing on September 10, 2005 |
(5) | The options vest in five equal installments commencing on September 10, 2004 |
(6) | The options vest in five equal installments commencing on September 4, 2003 |
(7) | The options vest in five equal installments commencing on July 15, 2002 |
(8) | On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options 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. |