4//SEC Filing
UNIVERSAL AMERICAN CORP. 4
Accession 0000899243-17-011422
CIK 0001514128operating
Filed
May 1, 8:00 PM ET
Accepted
May 2, 4:19 PM ET
Size
14.5 KB
Accession
0000899243-17-011422
Insider Transaction Report
Form 4
Gormley Mark K
Director
Transactions
- Disposition to Issuer
Common Stock
2017-04-28−68,701→ 0 total - Disposition to Issuer
Common Stock
2017-04-28−77,229→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Options (Right to Buy)
2017-04-28−29,565→ 0 totalExercise: $6.81→ Common Stock (29,565 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-04-28−25,859→ 0 totalExercise: $7.21→ Common Stock (25,859 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-04-28−24,511→ 0 totalExercise: $6.46→ Common Stock (24,511 underlying)
Footnotes (3)
- [F1]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").
- [F2]Directly owned by Lee Equity Partners, LLC. Lee Equity Partners, LLC is the investment manager of Lee Equity Partners Realization Fund, L.P. and Lee Equity Strategic Partners Realization Fund, L.P. (collectively, the "Funds"). Mr. Gormley is a member and equity owner of the general partner of the Funds. Mr. Gormley disclaims beneficial ownership of shares held by Lee Equity Partners, LLC and the Funds, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Gormley is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F3]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.
Documents
Issuer
UNIVERSAL AMERICAN CORP.
CIK 0001514128
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001514128
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 4:19 PM ET
- Size
- 14.5 KB