4//SEC Filing
PROASSURANCE CORP 4
Accession 0001194794-17-000065
$PRACIK 0001127703operating
Filed
May 30, 8:00 PM ET
Accepted
May 31, 7:23 PM ET
Size
14.1 KB
Accession
0001194794-17-000065
Insider Transaction Report
Form 4
MCMAHON JOHN J JR
Director
Transactions
- Award
Common Stock
2017-05-31$59.55/sh+940$55,977→ 33,920 total - Award
Common Stock
2017-05-31$59.55/sh+2,384$141,967→ 36,304 total
Holdings
- 112
Restricted Stock Units
→ Common Stock (112 underlying) - 93
Restricted Stock Units
→ Common Stock (93 underlying) - 100
Restricted Stock Units
→ Common Stock (100 underlying)
Footnotes (5)
- [F1]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 2017 Proxy Statement), and was approved by our Board of Directors at its meeting on May 31, 2017. 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 31, 2017 was $59.55, resulting in a distribution to each non-management director of 940 shares.
- [F2]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.
- [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.
- [F4]RSU's are equal in value to one share of Common Stock, issued on 10/5/15 under the 2014 Equity Incentive 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, 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 vesting.
- [F5]RSU's are equal in value to one share of Common Stock, issued on 10/6/14 under the 2014 Equity Incentive 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, 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 vesting.
Documents
Issuer
PROASSURANCE CORP
CIK 0001127703
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001127703
Filing Metadata
- Form type
- 4
- Filed
- May 30, 8:00 PM ET
- Accepted
- May 31, 7:23 PM ET
- Size
- 14.1 KB