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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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PROASSURANCE CORPORATION (Name of Issuer) |
Common Stock, par value $.01 (Title of Class of Securities) |
(CUSIP Number) |
David J. Snyderman 1603 Orrington Avenue, 13th Floor Evanston, IL, 60201 847-905-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/26/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Magnetar Financial LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Magnetar Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Supernova Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David J. Snyderman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $.01 |
| (b) | Name of Issuer:
PROASSURANCE CORPORATION |
| (c) | Address of Issuer's Principal Executive Offices:
100 Brookwood Place, Birmingham,
ALABAMA
, 35209. |
| Item 3. | Source and Amount of Funds or Other Consideration |
This Amendment No. 1 ("Amendment No. 1") relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and David J. Snyderman ("Mr. Snyderman") with the SEC on April 4, 2025, (as amended by this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. | |
| Item 4. | Purpose of Transaction |
Since the filing of the Schedule 13D on April 4, 2025, on June 26, 2026, the Issuer consummated the merger (the "Merger") pursuant to which each issued and outstanding Share was cancelled and converted into the right to receive $25.00 in cash, without interest. In connection with the Merger, the Reporting Persons' 2,615,966 Shares, which consisted of 896,690 Shares sold for the benefit of PRA Master Fund; 644,313 Shares sold for the benefit of Systematic Master Fund; 290,659 Shares sold for the benefit of the Relative Value Master Fund and 784,304 Shares sold for the benefit of two Managed Accounts, were cancelled and converted into the right to receive $25.00 in cash, without interest. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the close of business on June 26, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership and the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares. |
| (b) | As of the close of business on June 26, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership and the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares. |
| (c) | The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. The Reporting Persons purchased additional 53,990 Shares in aggregate totaling $1,309,032.67 (excluding commissions and other execution-related costs) on behalf of the Funds in the prior sixty days. |
| (d) | As of June 26, 2026, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares. |
| (e) | As of the close of business June 26, 2026, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated as of June 30, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on June 30, 2026.
99.3 Schedule A, dated as of June 30, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member By: Supernova Management LLC, its General Partner
MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner |