WellCare Health Plans Form 4 WELLCARE HEALTH PLANS / Timothy Trodden 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^*

Trodden Timothy

(Last) (First) (Middle)

C/O WELLCARE HEALTH PLANS, INC.

8735 HENDERSON ROAD

(Street)

TAMPA FL 33634

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLCARE HEALTH PLANS, INC. [ WCG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2019

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	12/30/2019		A(1)		3,114	A	$0	5,113	D
Common Stock	12/30/2019		M(2)		648	A	$0	5,761	D
Common Stock	12/30/2019		M(3)		198	A	$0	5,959	D
Common Stock	12/30/2019		M(4)		208	A	$0	6,167	D
Common Stock	12/30/2019		F		1,642(5)	D	$330.76	4,525	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
Restricted Stock Units	(6)	12/30/2019		M(2)			648	(7)	(7)	Common Stock	648	$0	649	D
Restricted Stock Units	(6)	12/30/2019		M(3)			198	(7)	(7)	Common Stock	198	$0	0	D
Restricted Stock Units	(6)	12/30/2019		M(4)			208	(7)	(7)	Common Stock	208	$0	209	D

Explanation of Responses:

1. Relates to performance stock unit ("PSU") awards granted to the Reporting Person on 3/22/17. The Compensation Committee certified PSU awards would vest and settle based on a net income margin goal for the year ended 12/31/19 achieved at 200% of target, or 1,182 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal for the three years ended 12/31/19 achieved at 200% of target, or 980 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal for the three years ended 12/31/19 achieved at 161% of target, or 952 shares. Vesting and settlement of the PSUs were accelerated to 12/30/19.

2. Vesting of restricted stock units granted to the Reporting Person on 1/9/17 for which vesting and settlement were accelerated to 12/30/19.

3. Vesting of restricted stock units granted to the Reporting Person on 3/22/17 for which vesting and settlement were accelerated to 12/30/19.

4. Vesting of restricted stock units granted to the Reporting Person on 3/19/18 for which vesting and settlement were accelerated to 12/30/19.

5. Forfeiture of shares to satisfy tax obligations related to stock units for which vesting and settlement were accelerated to 12/30/19.

6. Each restricted stock unit represents a contingent right to receive one share of WCG common stock.

7. Vesting and settlement of the restricted stock units were accelerated to 12/30/19.

	/s/ Michael Haber, attorney-in-fact	01/02/2020
	** 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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