SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
White Robert E Jr
(Last) (First) (Middle)
1000 RIVERSIDE AVENUE
SUITE 800
(Street)
JACKSONVILLE FL 32204
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FPIC INSURANCE GROUP INC [ FPIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Pres-1stProInsCo-sub of Issuer
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 109,021(1) D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 10,584 (3) 12/12/2013 Common Stock 10,584 $26.634 0 D
Employee Stock Option (right to buy) $20.253 10/19/2011 D 11,250 (4) 01/20/2015 Common Stock 11,250 $21.747 0 D
Employee Stock Option (right to buy) $23.513 10/19/2011 D 8,773 (5) 01/06/2016 Common Stock 8,773 $18.487 0 D
Employee Stock Option (right to buy) $26.246 10/19/2011 D 13,165 (6) 01/08/2017 Common Stock 13,165 $15.754 0 D
Explanation of Responses:
1. Includes 5,716 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 344 shares deemed to have been acquired pursuant to the FPIC Insurance Group, Inc. Employee Stock Purchase Plan, under which the election to participate was made beginning January 1, 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 $15.366per 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.
Remarks:
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).
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