Edward Lewis Rand Jr - Mar 6, 2024 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Role
President & CEO, Director
Signature
Lee M. Pope, POA for the Reporting Person
Stock symbol
PRA
Transactions as of
Mar 6, 2024
Transactions value $
$268,966
Form type
4
Date filed
3/6/2024, 04:23 PM
Previous filing
Mar 9, 2023
Next filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRA Common Stock Options Exercise $239K +19.3K +13.07% $12.36 167K Mar 6, 2024 Direct F1, F2
transaction PRA Common Stock Options Exercise $228K +18.4K +11.04% $12.36 185K Mar 6, 2024 Direct F1, F3
transaction PRA Common Stock Tax liability -$197K -16K -8.62% $12.36 169K Mar 6, 2024 Direct F1, F2, F3

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 -18.4K -100% $0.00* 0 Mar 6, 2024 Common Stock 18.4K Direct F3
transaction PRA Restricted Stock Units Options Exercise $0 -19.3K -100% $0.00* 0 Mar 6, 2024 Common Stock 19.3K Direct F2
holding PRA Restricted Stock Units 40.4K Mar 6, 2024 Common Stock 40.4K Direct F4
holding PRA Restricted Stock Unit 55.2K Mar 6, 2024 Common Stock 55.2K Direct F5
holding PRA Restricted Share Units 36.9K Mar 6, 2024 Common Stock 36.9K Direct F3
* 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 6, 2024 when ratified by the ProAssurance Corporation Board of Directors. The RSUs were priced on February 28, 2024 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, 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.
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 pro rata in increments equal to one-third of the total award on February 23 in each of the years 2024, 2025 and 2026 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. 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, 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.
F5 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 June 30, 2024. 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. The RSUs were issued July 1, 2019 when Mr. Rand assumed the duties of CEO and were reported in ProAssurance's 2020 (p. 40), 2021 (p. 42) and 2022 Proxy Statements (p. 41).