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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol UNIVERSAL AMERICAN CORP. [ UAM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/28/2017 | D | 91,720 | D | (1) | 0 | D | |||
Common Stock | 04/28/2017 | D | 181,075 | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $6.18 | 04/28/2017 | D | 12,500 | (3) | (3) | Common Stock | 12,500 | (3) | 0 | D | ||||
Stock Options (Right to Buy) | $6.05 | 04/28/2017 | D | 12,559 | (3) | (3) | Common Stock | 12,559 | (3) | 0 | D | ||||
Stock Options (Right to Buy) | $6.05 | 04/28/2017 | D | 12,560 | (4) | (4) | Common Stock | 12,560 | (4) | 0 | D | ||||
Stock Options (Right to Buy) | $8.41 | 04/28/2017 | D | 3,265 | (3) | (3) | Common Stock | 3,265 | (3) | 0 | D | ||||
Stock Options (Right to Buy) | $8.41 | 04/28/2017 | D | 6,530 | (4) | (4) | Common Stock | 6,530 | (4) | 0 | D | ||||
Stock Options (Right to Buy) | $6.09 | 04/28/2017 | D | 4,574 | (3) | (3) | Common Stock | 4,574 | (3) | 0 | D | ||||
Stock Options (Right to Buy) | $6.09 | 04/28/2017 | D | 13,724 | (4) | (4) | Common Stock | 13,724 | (4) | 0 | D | ||||
Stock Options (Right to Buy) | $8.41 | 04/28/2017 | D | 13,060 | (4) | (4) | Common Stock | 13,060 | (4) | 0 | D | ||||
Stock Options (Right to Buy) | $6.09 | 04/28/2017 | D | 4,574 | (3) | (3) | Common Stock | 4,574 | (3) | 0 | D | ||||
Stock Options (Right to Buy) | $6.09 | 04/28/2017 | D | 13,724 | (4) | (4) | Common Stock | 13,724 | (4) | 0 | D |
Explanation of Responses: |
1. Pursuant to that certain Agreement and Plan of Merger, dated as of November 17, 2016 (the "Merger Agreement"), by and among Universal American Corp. (the "Company"), WellCare Health Plans, Inc. and Wind Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement) (the "Effective Time"), each of these shares of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the per share merger consideration of $10.00 (the "Per Share Merger Consideration"). |
2. Pursuant to the Merger Agreement, at the Effective Time, each of these unvested shares of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration, subject to conditions set forth in the Merger Agreement. |
3. Pursuant to the Merger Agreement, at the Effective Time, each of these stock options was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such stock option multiplied by the aggregate number of shares of common stock in respect of such stock option immediately before the Effective Time. |
4. Pursuant to the Merger Agreement, at the Effective Time, each of these unvested stock options was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such stock option multiplied by the aggregate number of shares of common stock in respect of such stock option immediately before the Effective Time, subject to conditions set forth in the Merger Agreement. |
/s/ Tony Wolk | 05/02/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |