Michael Leonard Boguski - Mar 8, 2023 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Role: President of a Subsidiary
Signature: Lee M. Pope, POA for the Reporting Person
Stock symbol: PRA
Transactions as of: Mar 8, 2023
Transactions value $: $73,553
Form type: 4
Date filed: 3/10/2023, 08:39 AM
Previous filing: Mar 3, 2022
Next filing: Jun 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRA	Common Stock	Options Exercise	$129K	+6.5K	+12.44%	$19.89	58.7K	Mar 8, 2023	Direct	F1, F2
transaction	PRA	Common Stock	Tax liability	-$55.7K	-2.8K	-4.77%	$19.89	55.9K	Mar 8, 2023	Direct	F1, F2

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
transaction	PRA	Restricted Stock Units	Options Exercise	$0	-6.5K	-100%	$0.00^*	0	Mar 8, 2023	Common Stock	6.5K		Direct	F2
holding	PRA	Restricted Stock Units						10.1K	Mar 8, 2023	Common Stock	10.1K		Direct	F3
holding	PRA	Restricted Stock Unit						8.63K	Mar 8, 2023	Common Stock	8.63K		Direct	F4

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

Explanation of Responses:

Id	Content
F1	The Restricted Stock Units (RSU) vested, and were thus acquired, on March 8, 2023 when ratified by the ProAssurance Corporation Board of Directors. The RSUs were priced on February 28, 2023, 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, 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.
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, 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.
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, 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.