Daniel N Gregoire Form 4 MAGELLAN HEALTH / DANIEL N GREGOIRE ownership change

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^*

GREGOIRE DANIEL N

(Last) (First) (Middle)

55 NOD ROAD

(Street)

AVON CT 06001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH INC [ MGLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018

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
Ordinary Common Stock, $0.01 par value	03/05/2018		X(1)		12,538	A	$63.95	25,995	D
Ordinary Common Stock, $0.01 par value	03/05/2018		X(1)		5,042	A	$64.87	31,037	D
Ordinary Common Stock, $0.01 par value	03/05/2018		X(1)		5,295	A	$68.5	36,332	D
Ordinary Common Stock, $0.01 par value	03/05/2018		S(1)		22,875	D	$99.0469(2)	13,457	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
Stock Options (right to buy)	$63.95	03/05/2018		X(1)			12,538	(3)	03/04/2025	Common Stock	12,538	$0.00(4)	0	D
Stock Options (right to buy)	$64.87	03/05/2018		X(1)			5,042	(5)	03/03/2026	Common Stock	5,042	$0.00(4)	5,041	D
Stock Options (right to buy)	$68.5	03/05/2018		X(1)			5,295	(6)	03/03/2027	Common Stock	5,295	$0.00(4)	10,590	D

Explanation of Responses:

1. This transaction was effectuated pursuant to a Rule 10b-5-1 Plan.

2. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions at prices ranging from $98.75 to $99.25, inclusive. The price reported represents the weighted average price. The Reporting Person undertakes to provide staff of the SEC, the issuer, or a stockholder of the issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.

3. All of the stock options in this tranche have vested in full.

4. Not applicable.

5. The remainder of 5,041 options shall vest on March 3, 2019.

6. The remainder of 10,590 options shall vest in equal increments on each of March 3 of 2019 and 2020.

Remarks:

	/s/ Daniel N. Gregoire	03/06/2018
	** 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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