PROASSURNACE CORPORATION, INC. / VICTOR T. ADAMO
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b)

1. Name and Address of Reporting
Person*
(Last, First, Middle)
2. Issuer Name and Ticker or
Trading Symbol
3. I.R.S. Identification Number of Reporting
Person, if an entity
(Voluntary)
  Adamo, Victor T
  ProAssurance Corporation (PRA)
 
  100 Brookwood Place
4. Statement for (Month/Day/Year) 5. If Amendment, Date of Original (Month/Day/Year)
    3/05/03
 
  (Street) 6. Relationship of Reporting Person(s) to Issuer (Check All Applicable) 7. Individual or Joint/Group Filing
(Check Applicable Line)
  Birmingham, AL 35209
(City)                (State)           (Zip)
  x  Director o  10% Owner   x Form filed by One Reporting Person
    x  Officer (give title below)   o Form filed by More than One Reporting Person
    o  Other (specify below)  
        Vice Chairman, President
     

Reminder:   Report on a separate line for each class of securities beneficially owned directly or indirectly.
 
*   If the form is filed by more than one reporting person, see instruction 4(b)(v).
 

 


 


Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)
2. Transaction Date
(Month/Day/Year)
2a. Deemed Execution
Date, if any.

(Month/Day/Year)
3. Transaction Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)

(Instr. 3, 4 and 5)
5. Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)

(Instr. 3 and 4)
6. Ownership
Form:
Direct (D) or
Indirect (I)

(Instr. 4)
7. Nature of
Indirect
Beneficial
Ownership

(Instr. 4)

              Code V   Amount (A)
or
(D)
Price            

  ProAssurance (Common Stock)   3/04/03   A   3,835   A 22.00     27,988     D  

  ProAssurance (Common Stock)   3/04/03     J V   271   A 22.10     955     I   Stock Plan (1)

  ProAssurance (Common Stock)               392     I   ESOP

                     

                     

                     

                     

                   

                   

                   

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
  (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security

(Instr. 3)
2. Conversion or Exercise
Price of Derivative
Security
3. Transaction
Date

(Month/Day/Year)
3a. Deemed Execution
Date, if any

(Month/Day/Year)
4. Transaction
Code

(Instr. 8)
5. Number of Derivative Securities
Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5)

                      Code V   (A) (D)

  Employee Stock Option (Right to Buy)   17.38     6/27/01     J (2)   127,776

  Employee Stock Option (Right to Buy)   16.8     1/15/02     A   75,000

  Employee Stock Option (Right to Buy)   22.00     3/04/03     A   37,500

             

             

             

             

             

             

             

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

6. Date Exercisable and
Expiration Date

(Month/Day/Year)
7. Title and Amount
of Underlying Securities

(Instr. 3 and 4)
8. Price of Derivative
Security

(Instr. 5)
9. Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)

(Instr. 4)
10. Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)

(Instr. 4)
11. Nature of
Indirect
Beneficial
Ownership

(Instr. 4)

  Date
Exercisable
Expiration
Date
  Title Amount or
Number of
Shares
                       

  6/27/01 2/12/07   Common Stock 127,776             D  

  (3) 1/15/12   Common Stock 75,000             D  

  (4) 3/04/13   Common Stock 37,500         240,276     D  

                 

                 

                 

                 

                 

                 

                 

Explanation of Responses:

(1) - Reflects total holdings in the reporting person's account in the ProAssurance Corporation Stock Ownership Plan. Shares purchased in this account prior to August 29, 2002 were exempt under Rule 16b-3.

(2) - Reflects options to purchase shares of ProAssurance Corporation common stock acquired beneficially by the reporting person in exchange for surrender of options to purchase shares of Professionals Group in connection with the consolidation of Medical Assurance Inc. and Professionals Group under the ownership of ProAssurance Corporation. The acquisition of options to purchase ProAssurance Corporation shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "ACT), by virtue of Rule 16b-3(d) promulgated under the ACT.

(3) - The options vest in five equal installments commencing on July 15, 2002.

(4) - The options vest in five equal installments commencing on September 4, 2003.

By:/s/ Frank B. O'Neil
Attourney-in-fact of the Reporting Person
  3/05/03

**Signature of Reporting Person
 
Date


**   Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
 
Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
 

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POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and appoints Victor T. Adamo, Howard Friedman, and Frank O’Neil, and each of them, with full power of substitution and/or revocation, the undersigned’s true and lawful attorneys-in-fact:

      (1) to execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of ProAssurance Corporation (the “Company”), any and all forms (including, without limitation, Form 3, Form 4 and Form 5) required or desired to be executed by or on behalf of the undersigned in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Forms”);
 
      (2) to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form and timely file such Form with the appropriate governmental authority (including, without limitation, the United States Securities and Exchange Commission) and any stock exchange or similar authority; and
 
      (3) to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and each of them, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of December 13, 2001.

Signed /s/ Victor T. Adamo

Print Name: Victor T. Adamo

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