4/A//SEC Filing
FRIEDMAN HOWARD H 4/A
Accession 0001194794-19-000070
CIK 0001127703other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 9:23 AM ET
Size
22.3 KB
Accession
0001194794-19-000070
Insider Transaction Report
Form 4/AAmended
FRIEDMAN HOWARD H
Senior Vice-PresidentOther
Transactions
- Exercise/Conversion
Restricted Stock Units
2019-02-22−4,000→ 0 total→ Common Stock (4,000 underlying) - Tax Payment
Common Stock
2019-02-22$43.70/sh−1,600$69,920→ 275,620 total - Award
Common Stock
2019-02-22$43.70/sh+4,578$200,059→ 281,198 total - Exercise/Conversion
Common Stock
2019-02-22$43.70/sh+4,000$174,800→ 277,220 total - Award
Common Stock
2019-02-22$43.70/sh+1,000$43,700→ 276,620 total
Holdings
- 1,828(indirect: By IRA)
Common Stock
- 3,886
Restricted Stock Units
→ Common Stock (90 underlying) - 346(indirect: By Spouse)
Common Stock
- 93
Restricted Stock Units
→ Common Stock (93 underlying) - 3,886
Restricted Stock Units
→ Common Stock (3,886 underlying) - 3,000
Restricted Stock Units
→ Common Stock (3,000 underlying)
Footnotes (7)
- [F1]REVISED: 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 4,000 shares reduced by withholding 1,600 shares to cover the tax liability resulting from the vesting of this award.
- [F2]REVISED: 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]Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2018. The Compensation Committee of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award. The Compensation Committee is comprised solely of independent, non-employee directors.
- [F4]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2020 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
- [F5]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.
- [F6]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2019 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
- [F7]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 0001194788
Filing Metadata
- Form type
- 4/A
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 9:23 AM ET
- Size
- 22.3 KB