4//SEC Filing
O NEIL FRANK B 4
Accession 0001194794-19-000039
CIK 0001127703other
Filed
Feb 24, 7:00 PM ET
Accepted
Feb 25, 8:00 PM ET
Size
16.4 KB
Accession
0001194794-19-000039
Insider Transaction Report
Form 4
O NEIL FRANK B
Senior Vice-PresidentOther
Transactions
- Exercise/Conversion
Common Stock
2019-02-22$43.70/sh+5,000$218,500→ 113,433 total - Tax Payment
Common Stock
2019-02-22$43.70/sh−1,468$64,152→ 111,965 total - Exercise/Conversion
Restricted Stock Units
2019-02-22−5,000→ 0 total→ Common Stock (5,000 underlying) - Award
Common Stock
2019-02-22$43.70/sh+1,000$43,700→ 112,965 total
Holdings
- 4,050(indirect: Shares held in the ProAssurance Group Savings and Retirement Plan)
Common Stock
- 93
Restricted Stock Units
→ Common Stock (93 underlying) - 1,258(indirect: By Trust)
Common Stock
- 90
Restricted Stock Units
→ Common Stock (90 underlying)
Footnotes (5)
- [F1]Payout of Restricted Stock Units. Each Restricted Stock Unit (RSU) represented a contingent right to receive one share of ProAssurance Corporation common stock, awarded under terms of, and issuable from, the ProAssurance 2014 Equity Incentive Plan. The RSUs vested because the reporting person remained continuously employed by ProAssurance or one of its subsidiaries during the three-year vesting period that ended December 31, 2018. Vesting of 5,000 shares reduced by withholding 1,468 shares to cover the tax liability resulting from the vesting of this award.
- [F2]These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance Corporation 2014 Equity Incentive Compensation Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors
- [F3]Shares are held in the George O'Neil Generation-Skipping Trust, Non-Exempt, fbo Frank B. O'Neil. The Reporting Person disclaims beneficial ownership because the Trustee retains sole investmenet control over the shares.
- [F4]RSU's are equal in value to one share of Common Stock, issued on 10/5/17 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.
- [F5]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.
Documents
Issuer
PROASSURANCE CORP
CIK 0001127703
Entity typeother
Related Parties
1- filerCIK 0001194794
Filing Metadata
- Form type
- 4
- Filed
- Feb 24, 7:00 PM ET
- Accepted
- Feb 25, 8:00 PM ET
- Size
- 16.4 KB