06/26/2026 | Press release | Distributed by Public on 06/26/2026 10:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FREI MAYE HEAD 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209 |
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| Lee M. Pope, with Power of Attorney for the Reporting Person | 06/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. |
| (2) | Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares"). At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, the Deferred Shares, and any accrued dividend equivalents in such deferred compensation accounts that have been converted into Deferred Shares were converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) the Merger Consideration (as defined below). |
| (3) | At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration"). |