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Section 1: 8-K (CURRENT REPORT ON FORM 8K DISCLOSING VARIOUS ITEMS)

Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2018
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ProAssurance Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-16533
63-1261433
(State of Incorporation)
(Commission File No.)
(IRS Employer I.D. No.)

100 Brookwood Place, Birmingham, Alabama
35209
(Address of Principal Executive Office )
(Zip code)

Registrant’s telephone number, including area code: (205) 877-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act
(17CFR 240.13e-(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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ITEM 7.01 REGULATION FD DISCLOSURE
On September 4, 2018 we announced that ProAssurance is partnering with Sure Med Compliance (SMC) to promote the use of SMC’s Care Continuity Program® (CCP) in an effort to help combat the opioid epidemic in the United States. The CCP helps physicians and other healthcare providers develop and maintain responsible prescribing practices for opioids and other scheduled medications by equipping them with tools to verify which patients are suitable for opioid therapy, identify those who have significant risk factors, and closely monitor the effects of treatment over time.
ITEM 8.01 OTHER EVENTS
Corporate Executive Trading Plan
Dr. Ross Taubman, the President of our podiatric insurance subsidiary, PICA, has entered into an individual written trading plan (a “10b5-1 Plan”), in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy.
Under the 10b5-1 Plan, Dr. Taubman will sell shares in one or more transactions, if the market price of ProAssurance common stock reaches or exceeds certain minimum price thresholds specified in the 10b5-1 Plan. No sales can be made under the 10b5-1 Plan until at least November 8, 2018.
Dr. Taubman has executed this 10b5-1 Plan as part of a long-planned diversification and estate-planning strategy. If all shares covered by the 10b5-1 Plan are sold, Dr. Taubman’s ownership will still substantially exceed the level of common stock ownership required under the Company’s stock ownership guidelines.
The transactions executed in accordance with the 10b5-1 Plan will be disclosed publicly through one or more Form 4 filings with the Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit # Description
The information we are furnishing under Items 7.01 and 9.01 of this Current Report on Form 8K, including Exhibit 99.1, are not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 4, 2018
 
PROASSURANCE CORPORATION
 
 
 
 
 
By: /s/ Frank B. O’Neil
 
 
   Frank B. O’Neil
 
 
   Senior Vice President
 


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Section 2: EX-99.1 (RELEASE DISCLOSING A PROGRAM TO ASSIST PHYSICIANS DEALING WITH THE OPIOID CRISIS)

Exhibit




NEWS RELEASE
For More Information:

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Frank B. O’Neil, IRC
Chief Communications Officer
800-282-6242 • 205-877-4461 • foneil@ProAssurance.com

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Barkley Busby
Chief Marketing Officer • 866-517-2771
bbusby@suremedcompliance.com • media@suremedcompliance.com



ProAssurance and Sure Med Compliance Announce Program to Assist Physicians Dealing with the Opioid Crisis
ProAssurance insured physicians will be eligible for discounted access to
Sure Med’s Care Continuity Program
BIRMINGHAM, AL, September 4, 2018 /PRNewswire/ ProAssurance Corporation (NYSE: PRA) today announced an exclusive affiliation with Sure Med Compliance® (SMC) to promote the use of SMC’s Care Continuity Program® (CCP) in an effort to help combat the opioid epidemic in the United States.
The CCP helps physicians and other healthcare providers develop and maintain responsible prescribing practices for opioids and other scheduled medications by equipping them with tools to verify which patients are suitable for opioid therapy, identify those who have significant risk factors, and closely monitor the effects of treatment over time.
Howard H. Friedman, President of ProAssurance’s Healthcare Professional Liability Group said, “As an industry leader, we are acutely aware of the devastating effects of the opioid epidemic in this country. We are concerned about the epidemic’s professional liability implications for physicians and other healthcare providers, as well as its broader effects on the healthcare system in general. We are proud to affiliate with Sure Med Compliance to offer our insureds exclusive discounted access to this cutting-edge approach to patient safety and effective treatment.”
John Bowman, Sure Med Compliance’s Chief Executive Officer, emphasized the importance of the newly formed affiliation, saying “Our Care Continuity Program provides a proven path toward optimal outcomes for patients whose treatment requires the use of opioids and other potentially addictive drugs. In turn, CCP helps physicians avoid potential liability issues, which has always been a focus of ProAssurance, which is why we are so excited about this affiliation. We are confident their national footprint will help Sure Med Compliance reach more physicians and assist more patients than ever before.”
Through this affiliation, ProAssurance insureds who meet certain eligibility requirements will have access to an exclusive thirty day free trial of the CCP. ProAssurance insureds who elect to continue using the Care Continuity Program will be able to do so at exclusively discounted rates. ProAssurance insureds may contact Sure Med Compliance to determine their eligibility and initiate their thirty day free trial by visiting suremedcompliance.com/proassurance or calling (866) 517-2771.

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Dr. David Herrick, Sure Med Compliance’s Medical Director, a recent past president of the Medical Association of the State of Alabama and a former member of the Alabama Board of Medical Examiners said, “As a practicing pain management specialist, I have experienced firsthand the challenges physicians face in deciding to prescribe controlled substances. Using the Sure Med Compliance CCP in my practice has helped me ensure proper documentation and address potential issues before they occur.”
Dr. Hayes V. Whiteside, ProAssurance’s Chief Medical Officer, said “Our commitment to provide our insureds with exclusive discounted access to the Sure Med Compliance CCP underscores ProAssurance’s commitment to ensure physicians and other healthcare providers are equipped with the risk management tools and services necessary to deal with the ever-changing realities of their chosen profession.” He continued, “All ProAssurance insureds who regularly prescribe opioids, especially those who prescribe for chronic pain, are encouraged to engage Sure Med Compliance to learn more about how their Care Continuity Program can help them develop and maintain safe and responsible prescribing practices, which in-turn should lead to better outcomes for their patients.”
About ProAssurance
ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in healthcare professional liability, products liability for medical technology and life sciences, legal professional liability, and workers’ compensation insurance. The company is recognized as one of the top performing insurance companies in America by virtue of our inclusion in the Ward’s 50 for the past twelve years. ProAssurance Group is rated “A+” (Superior) by A.M. Best; ProAssurance and its operating subsidiaries are rated “A” (Strong) by Fitch Ratings.
For the latest on ProAssurance and its industry leading suite of products and services, cutting-edge risk management and practice enhancement programs, follow @ProAssurance on Twitter or LinkedIn. ProAssurance’s YouTube channel regularly presents thought provoking, insightful videos that communicate effective practice management, patient safety and risk management strategies.
About Sure Med Compliance
Sure Med Compliance, founded in 2015, is a mission-based organization with a vision of ending the opioid epidemic through greater prescribing compliance. The company believes that prevention is critical and identifying high risk patients prior to initiating opioid therapy will help physicians make better prescribing decisions. Sure Med’s cutting-edge programs consist of CME training, chart auditing and a software system that helps physicians weigh the risks and benefits on an individual patient level each time they prescribe. Keep up-to-date with the latest developments in Sure Med’s drive to help healthcare providers fight the opioid crisis through our website, www.SureMedCompliance.com, and by following @SureMedComp on Twitter or SureMed-Compliance on LinkedIn.

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