Capital Z Partners SC 13D/A Universal American Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D Amendment No. 4
Under the Securities Exchange Act of 1934

UNIVERSAL AMERICAN CORP.
(Name of Issuer)

Common Stock (par value $.01 per share)		91338E101
(Title of class of securities)		(CUSIP number)

Capital Z Partners, Ltd. Capital Z Partners III GP, LP 142 West 57th Street, 3rd Floor New York, NY 10019 Attention: Mr. Craig Fisher Tel No. (212) 965-0800
(Name, address and telephone number of person authorized to receive notices and communications)

May 12, 2014
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON:				Capital Z Financial Services Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:				(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			0
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						0%
14	TYPE OF REPORTING PERSON:				PN

1	NAME OF REPORTING PERSON:				Capital Z Financial Services Private Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			0
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						0%
14	TYPE OF REPORTING PERSON:				PN

1	NAME OF REPORTING PERSON:				Capital Z Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):							[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			0
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:							[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):							0%
14	TYPE OF REPORTING PERSON:				PN

This page reflects beneficial ownership by Capital Z Partners, L.P. in its capacity as the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.

1	NAME OF REPORTING PERSON:				Capital Z Partners, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			0
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						0%
14	TYPE OF REPORTING PERSON:				CO

This page reflects beneficial ownership by Capital Z Partners, Ltd. in its capacity as the general partner of Capital Z Partners, L.P., which is the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.

1	NAME OF REPORTING PERSON:				Capital Z Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:				(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			2,473,041
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			2,473,041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					2,473,041
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						2.9%
14	TYPE OF REPORTING PERSON:				PN

1	NAME OF REPORTING PERSON:				Capital Z Partners III GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:				(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			2,473,041
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			2,473,041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					2,473,041
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						2.9%
14	TYPE OF REPORTING PERSON:				OO

This page reflects beneficial ownership by Capital Z Partners III GP, L.P. in its capacity as the general partner of Capital Z Partners III, L.P.

1	NAME OF REPORTING PERSON:				Capital Z Partners Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:				(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:			0
		8	SHARED VOTING POWER:			17,502(1)
		9	SOLE DISPOSITIVE POWER:			0
		10	SHARED DISPOSITIVE POWER:			17,502(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:					17,502(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):						0.02%
14	TYPE OF REPORTING PERSON:				OO

(1) Includes 15,378 shares of Common Stock that have not yet vested.

This Amendment No. 4 amends the Schedule 13D filed on April 1, 2014 (as so amended, the “Schedule 13D”), and is filed by Capital Z Financial Services Fund II, L.P. (“Cap Z Fund II”), Capital Z Financial Services Private Fund II, L.P. (“Cap Z Private Fund II”), Capital Z Partners, L.P. (“Cap Z L.P.”), Capital Z Partners, Ltd. (“Cap Z Ltd.”), Capital Z Partners III, L.P. (“Cap Z III”), Capital Z Partners III GP, Ltd. (“Cap Z III GP”) and Capital Z Partners Management, LLC (“Cap Z Partners Management”) (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of voting common stock, par value $0.01 per share (the “Common Stock”), of Universal American Corp., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

ITEM 1. SECURITY AND ISSUER

No change.

ITEM 2. IDENTITY AND BACKGROUND

No change.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No change.

ITEM 4. PURPOSE OF TRANSACTION

On March 28, 2014, Cap Z Fund II and Cap Z Private Fund II (the “Capital Z Investors”) each entered into a definitive agreement with the Company whereby the Company agreed to repurchase 5,926,181 shares of its Common Stock directly from Cap Z Fund II and 73,819 shares of its Common Stock directly from Cap Z Private Fund II for an aggregate purchase price of $36,180,000.00 at a price per share of $6.03 (the “Share Price”). In addition, on March 28, 2014, Cap Z Fund II entered into the following definitive agreements: (i) a definitive agreement with Richard A. Barasch, the Company’s Chairman and Chief Executive Officer, whereby Mr. Barash agreed to purchase 330,000 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $1,989,900.00, (ii) a definitive agreement with Robert A. Waegelein, the Company’s President and Chief Financial Officer, whereby Mr. Waegelein agreed to purchase 50,000 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $301,500.00, (iii) a definitive agreement with funds affiliated with Deerfield Management, whereby such funds agreed to purchase 3,278,924 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $19,771,912.78, (iv) a definitive agreement with funds affiliated with Foresite Capital, whereby such funds agreed to purchase 3,000,000 shares of Common Stock

at the Share Price for an aggregate purchase price of approximately $18,090,000 and (v) a definitive agreement with funds affiliated with Broadfin Capital, whereby such funds agreed to purchase 1,311,312 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $7,907,211. Each purchaser of shares of Common Stock, including the Company, is herein referred to as a “Buyer.” Each of the definitive agreements described above is herein referred to as a “Share Purchase Agreement,” and collectively as the “Share Purchase Agreements.”

The closing of the transactions contemplated by the Share Purchase Agreement between the Company and Cap Z Fund II and the Share Purchase Agreement between the Company and Cap Z Private Fund II occurred on May 13, 2014. The closing of the transactions contemplated by the remaining Share Purchase Agreements occurred on May 12, 2014. Pursuant to the Share Purchase Agreements, the Capital Z Investors sold a total of 13,970,236 shares of Common Stock to the Buyers on such date, which represent all of the shares acquired in their original investment in the Company in 1999.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

(a) – (b) The responses set forth on rows 7 through 13 of the cover pages of this Schedule 13D are incorporated herein by reference. As of May 13, 2014, after the closing of the transactions contemplated by the Share Purchase Agreements, the aggregate number of shares of Common Stock that the Reporting Persons beneficially owned was 2,490,543 shares of Common Stock, representing approximately 2.9% of the outstanding shares of Common Stock (based on 86,538,600 shares of Common Stock outstanding as of April 30, 2014, as disclosed in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2014 (the “Form 10-Q”)). The number of shares of Common Stock held by the Reporting Persons listed herein reflects changes in ownership as a result of the closing of the transactions contemplated by the Share Purchase Agreements, and includes 17,502 shares of Common Stock held by Cap Z Partners Management, of which 2,124 have currently vested.

As of May 13, 2014, Robert Spass directly beneficially owned 196,502 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock (based on 86,538,600 shares of Common Stock outstanding as of April 30, 2014, as disclosed in the Form 10-Q).

Other than as described herein, during the past sixty (60) days on or prior to May 12, 2014, the date of the event which requires filing of this Amendment (such date, the “Event Date”), and from the Event Date to the Filing Date, there were no purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons.

(d) Not applicable.

(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding shares of Common Stock on May 13, 2014.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The response to Item 4 of this Schedule 13D is incorporated herein by reference.

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 13, 2014

	CAPITAL Z FINANCIAL SERVICES FUND II, L.P.

	By:	Capital Z Partners, L.P., its General Partner
	By:	Capital Z Partners, Ltd., its General Partner

	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.

	By:	Capital Z Partners, L.P., its General Partner
	By:	Capital Z Partners, Ltd., its General Partner

	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z PARTNERS, L.P.

	By:	Capital Z Partners, Ltd., its General Partner
	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z PARTNERS, LTD.

	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z PARTNERS III, L.P. By: CAPITAL Z PARTNERS III GP, LTD., its General Partner


	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z PARTNERS III GP, LTD.


	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

	CAPITAL Z PARTNERS MANAGEMENT, LLC


	By:	/s/ Craig Fisher
		Name: Craig Fisher
		Title: General Counsel

Capital Z Partners Inactive SC 13D/AUniversal American Corp.