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FPIC Fpic Insurance Grp (MM)

42.01
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Fpic Insurance Grp (MM) NASDAQ:FPIC NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 42.01 0 01:00:00

- Statement of Changes in Beneficial Ownership (4)

19/10/2011 5:16pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BYERS JOHN R
2. Issuer Name and Ticker or Trading Symbol

FPIC INSURANCE GROUP INC [ FPIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1000 RIVERSIDE AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2011
(Street)

JACKSONVILLE, FL 32204
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(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
Common Stock   10/19/2011     D    107644   (1) D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $15.366   10/19/2011     D         3064      (3) 12/12/2013   Common Stock   3064   $26.634   0   D    
Employee Stock Option (right to buy)   $20.253   10/19/2011     D         22500      (4) 1/20/2015   Common Stock   22500   $21.747   0   D    
Employee Stock Option (right to buy)   $23.513   10/19/2011     D         17546      (5) 1/6/2016   Common Stock   17546   $18.487   0   D    
Employee Stock Option (right to buy)   $26.246   10/19/2011     D         81672      (6) 1/8/2017   Common Stock   81672   $15.754   0   D    

Explanation of Responses:
( 1)  Includes 25,926 restricted shares issued under the issuer's Omnibus Incentive Plan the restrictions on which lapsed immediately prior to the effective time of the Merger pursuant to the Merger Agreement. Also includes 172 shares deemed to have been acquired pursuant to the FPIC Insurance Group, Inc. Employee Stock Purchase Plan, under which the election to particpate was made beginning January 2011. The deemed acquisition is exempt from Section 16(b) pursuant to Rule 16(b)-3(c).
( 2)  Pursuant to the Agreement and Plan of Merger between the issuer, The Doctors Company and Fountain Acquisition Corp. (the "Merger Agreement"), these shares were converted into the right to receive $42.00 per share in cash immediately prior to the effective time of the Merger (the "Merger") of Fountain Acquisition Corp. with and into the issuer.
( 3)  Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $15.366 per share in cash. The option vested in equal installments on December 12, 2004, 2005 and 2006.
( 4)  Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $20.253 per share in cash. The option vested in equal installments on January 20, 2006, 2007 and 2008.
( 5)  Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $23.513 per share in cash. The option vested in equal installments on January 6, 2007, 2008 and 2009.
( 6)  Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $26.246 per share in cash. The option vested in equal installments on January 8, 2008, 2009 and 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BYERS JOHN R
1000 RIVERSIDE AVENUE
SUITE 800
JACKSONVILLE, FL 32204
X
President & CEO

Signatures
T. Malcolm Graham, Attorney-in-Fact 10/19/2011
** Signature of Reporting Person Date


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).
** 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.
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.

1 Year Fpic Insurance Grp (MM) Chart

1 Year Fpic Insurance Grp (MM) Chart

1 Month Fpic Insurance Grp (MM) Chart

1 Month Fpic Insurance Grp (MM) Chart