Dana S. Hendricks - Mar 11, 2022 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Role: Chief Financial Officer
Signature: Lee M. Pope, POA for Reporting Person
Stock symbol: PRA
Transactions as of: Mar 11, 2022
Transactions value $: $75,004
Form type: 4
Date filed: 3/14/2022, 10:02 AM
Previous filing: Mar 3, 2022
Next filing: Mar 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRA	Common Stock	Options Exercise	$106K	+4.27K	+57.1%	$24.77	11.8K	Mar 11, 2022	Direct	F1
transaction	PRA	Common Stock	Tax liability	-$30.8K	-1.25K	-10.59%	$24.77	10.5K	Mar 11, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PRA	Restricted Share Units						9.08K	Mar 11, 2022	Common Stock	9.08K		Direct	F2
holding	PRA	Restricted Stock Units						7.11K	Mar 11, 2022	Common Stock	7.11K		Direct	F3
holding	PRA	Restricted Stock Units						3.82K	Mar 11, 2022	Common Stock	3.82K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	A portion of certain executives' annual bonus was paid in the form of ProAssurance Corporation stock. A number of shares were withheld to cover federal, state and local taxes. The shares were priced on February 22, 2022, the day following ProAssurance Corporation's earnings announcement, per the direction of the Compensation Committee of the ProAssurance Corporation Board of Directors.
F2	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, 2024 (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.
F3	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, 2023 (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.
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, 2022 (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.