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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
| 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 | ||||||||
| Common Stock Options | $ 13.94 | 11/30/2010 | D | 22,000 | (3) | 03/23/2012 | Common Stock | 22,000 | $ 18.56 (3) | 0 | D | ||||
| Common Stock Options | $ 17.36 | 11/30/2010 | D | 5,000 | (4) | 03/23/2012 | Common Stock | 5,000 | $ 15.14 (4) | 0 | D | ||||
| Common Stock Options | $ 19.43 | 11/30/2010 | D | 5,000 | (5) | 12/06/2012 | Common Stock | 5,000 | $ 13.07 (5) | 0 | D | ||||
| Common Stock Options | $ 20.5 | 11/30/2010 | D | 5,000 | (6) | 09/08/2013 | Common Stock | 5,000 | $ 12 (6) | 0 | D | ||||
| Common Stock Options | $ 21.32 | 11/30/2010 | D | 5,000 | (7) | 06/03/2014 | Common Stock | 5,000 | $ 11.18 (7) | 0 | D | ||||
| Common Stock Options | $ 24.15 | 11/30/2010 | D | 5,000 | (8) | 06/03/2015 | Common Stock | 5,000 | $ 8.35 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Knight Norris C JR MD 1301 S. CAPITAL OF TEXAS HIGHWAY C-300 AUSTIN, TX 78746 |
X | |||
| /s/ Norris C. Knight, Jr. | 11/30/2010 | |
| **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) | Disposed and cancelled 1,527 shares of Common Stock (defined below) in connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2010, by and among ProAssurance Corporation, CA Bridge Corporation, and American Physicians Service Group, Inc. (the "Issuer"). Pursuant to such Merger Agreement, each share of common stock of the Issuer, par value $0.10 per share (the "Common Stock") was converted into the right to receive $32.50 in cash and cancelled. |
| (2) | Disposed and cancelled 7,595 shares of the Issuer's common stock issued under the Issuer's Deferred Compensation Master Plan ("Deferred Stock"). Such Deferred Stock vested immediately prior to the effective time of the Merger pursuant to the Merger Agreement. |
| (3) | This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $408,320, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |
| (4) | This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $75,700, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |
| (5) | This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $65,350, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |
| (6) | This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $60,000, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |
| (7) | This option, which provided for vesting over a two-year period from the date of grant, fully-vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $55,900, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |
| (8) | This option, which provided for vesting over a two-year period from the date of grant, vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $41,750 representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). |