Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Crowe, A. Derrill

2. Issuer Name and Ticker or Trading Symbol
ProAssurance Corporation (PRA)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman, Chief Executive Officer                 

(Last)      (First)     (Middle)

100 Brookwood Place
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
01/22/03

(Street)

Birmingham, AL 35209

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

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

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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)

01/21/03

 

S

 

50,000

D

21.50

373,345

D

 

ProAssurance (Common Stock)

 

 

 

 

 

 

 

46,928

I

By Trust

ProAssurance (Common Stock)

 

 

 

 

 

 

 

499,044

I

IRA-Sterne Agee

ProAssurance (Common Stock)

 

 

 

 

 

 

 

78,866

I

IRA-Robinson Humphrey

ProAssurance (Common Stock)

 

 

 

 

 

 

 

11,742

I

ProAssurance Pension Plan

ProAssurance (Common Stock)

 

 

 

 

 

 

 

1,162,791

I

Crowe Family Partners

ProAssurance (Common Stock)

 

 

 

 

 

 

 

1,285

I

Spouse
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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

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

4. Trans-
action
Code

(Instr. 8)

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

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

16.80

01/15/02

 

A

V

100,000

 

 

01/15/12

Common Stock

100,000

 

100,000

D

 

Employee Stock Option (Right to Buy)

24.68

06/27/01

 

A(1)

 

113,392

 

06/20/07

12/02/07

Common Stock

113,392

 

113,392

D

 

Employee Stock Option (Right to Buy)

26.03

06/27/01

 

A

 

28,875

 

06/27/01

12/01/08

Common Stock

28,875

 

28,875

D

 

Employee Stock Option (Right to Buy)

21.01

06/27/01

 

A(2)

 

26,250

 

06/27/01

12/09/09

Common Stock

26,250

 

26,250

D

 

Explanation of Responses:

(1) The options vest in five equal installments commencing on July 15, 2002
(2) On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options 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) See Note (2)
(4) See Note (2)
  By: /s/ A. Derrill Crowe, M.D.
              
**Signature of Reporting Person		 1/22/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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