4//SEC Filing
MOORHEAD RODMAN 4
Accession 0001054833-13-000031
CIK 0001054833other
Filed
May 7, 8:00 PM ET
Accepted
May 8, 6:32 PM ET
Size
24.0 KB
Accession
0001054833-13-000031
Insider Transaction Report
Form 4
MOORHEAD RODMAN
Director
Transactions
- Disposition to Issuer
Common Stock
2013-05-07−1,050→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−5,018→ 0 totalExercise: $44.83From: 2013-04-01Exp: 2023-01-01→ Common Stock (5,018 underlying) - Disposition to Issuer
Common Stock
2013-05-07−5,858→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−14,115→ 0 totalExercise: $26.40From: 2011-04-01Exp: 2021-01-01→ Common Stock (14,115 underlying) - Disposition to Issuer
Common Stock Restricted
2013-05-07−6,455→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−15,285→ 0 totalExercise: $30.37From: 2012-04-01Exp: 2022-01-01→ Common Stock (15,285 underlying) - Disposition to Issuer
Common Stock
2013-05-07−1,636→ 0 total(indirect: Indirect)
Footnotes (7)
- [F1]Common stock of Coventry Health Care, Inc. (The Company) disposed of pursuant to the Agreement and Plan of Merger, dated as of August 19, 2012, as amended, among Aetna Inc. (Aetna), the Company and Jaguar Merger Subsidiary, Inc. (the Merger Agreement). Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock. The shares of Aetna common stock received pursuant to the Merger Agreement have a market value of $57.93, which was calculated by taking the average of the volume weighted average of the trading prices for Aetna's common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trade days prior to the completion of the merger (the Aetna Stock Price).
- [F2]Common stock of the Company held indirectly by the reporting person disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
- [F3]Common stock of the Company held in trust for the benefit of reporting person's children and disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
- [F4]Restricted common stock, with all restrictions lapsed, of the Company disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
- [F5]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2011, was cancelled pursuant to the Merger Agreement and was exchanged for a cash payment representing the product of (A) the excess of (1) the sum of (x) $27.30 plus (y) the value equal to the product of the Aetna Stock Price ($57.93) multiplied by .3885 (which sum of the amounts in clauses (x) and (y) equals $49.80 and is referred to as the Equity Award Cash Consideration) over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
- [F6]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2012, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) the Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
- [F7]Represents restricted stock units, which were cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the number of shares of Company common stock underlying the restricted stock units.
Documents
Issuer
COVENTRY HEALTH CARE INC
CIK 0001054833
Entity typeother
Related Parties
1- filerCIK 0001220642
Filing Metadata
- Form type
- 4
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 6:32 PM ET
- Size
- 24.0 KB