4//SEC Filing
PUTALLAZ ANN F 4
Accession 0001194794-13-000050
CIK 0001127703other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 6:07 PM ET
Size
16.3 KB
Accession
0001194794-13-000050
Insider Transaction Report
Form 4
PUTALLAZ ANN F
Director
Transactions
- Award
Common Stock
2013-05-22$50.22/sh+1,115$55,995→ 40,753 total - Award
Common Stock
2013-05-22$50.22/sh+1,081$54,288→ 41,834 total
Holdings
- 116
Restricted Stock Units
→ Common Stock (116 underlying) - 620(indirect: By IRA)
Common Stock
- 82
Restricted Stock Units
→ Common Stock (82 underlying)
Footnotes (7)
- [F1]Shares acquired from ProAssurance Corporation under its Director Deferred Stock Compensation Plan which are exempt under Rule 16b-3. The plan was amended in 2013 to provide that dividends accumulated on deferred stock will be invested in shares of our stock and paid solely in our shares of stock when the deferred stock is payable to the directors. Only whole shares are purchased and remaining cash remains in the non-management director's deferred account for future purchase. Any future purchases of this nature will be made yearly, on the date of the Annual Meeting of Shareholders, under the same terms and conditions set forth in this footnote.
- [F2]These shares are awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan and are exempt under Rule 16b-3. This grant was recommended by the Compensation Committee, which is composed entirely independent directors (as disclosed on page 15 of our 2013 Proxy Statement), and was approved by our Board of Directors at its meeting on May 22, 2013. This year, the recommended and approved stock compensation grant was for shares having a value not to exceed $56,000. The number of whole shares is determined using the closing price of a share of stock on the New York Stock Exchange (NYSE) on the day of the Board of Directors meeting following the Annual Meeting of Shareholders. The NYSE closing price on May 22, 2013 was $50.22, resulting in a distribution to each non-management director of 1,115 shares.
- [F3]On December 27, 2012, the common stock of ProAssurance Corporation split 2-for-1, resulting in the reporting person's direct ownership of 19,199 additional shares of common stock.
- [F4]On December 27, 2012, the common stock of ProAssurance Corporation split 2-for-1, resulting in the reporting person's indirect ownership of 620 additional shares of common stock.
- [F5]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.
- [F6]On December 27, 2012, the common stock of ProAssurance Corporation split 2-for-1, resulting in the reporting person's ownership of 61 additional restricted stock units.
- [F7]On December 27, 2012, the common stock of ProAssurance Corporation split 2-for-1, resulting in the reporting person's ownership of 43 additional restricted stock units.
Issuer
PROASSURANCE CORP
CIK 0001127703
Entity typeother
Related Parties
1- filerCIK 0001194782
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 6:07 PM ET
- Size
- 16.3 KB