4//SEC Filing
COVENTRY HEALTH CARE INC 4
Accession 0001054833-13-000032
CIK 0001054833operating
Filed
May 7, 8:00 PM ET
Accepted
May 8, 7:18 PM ET
Size
31.1 KB
Accession
0001054833-13-000032
Insider Transaction Report
Form 4
WEGLICKI TIMOTHY T
Director
Transactions
- Disposition to Issuer
Common Stock
2013-05-07−1,125→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2013-05-07−34,575→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−16,942→ 0 totalExercise: $14.88Exp: 2019-01-01→ Common Stock (16,942 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−4,500→ 0 totalExercise: $19.91Exp: 2013-06-05→ Common Stock (4,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−6,480→ 0 totalExercise: $24.29Exp: 2020-01-01→ Common Stock (6,480 underlying) - Award
Restricted Stock Units
2013-05-07+83→ 5,215 total→ Common Stock (83 underlying) - Disposition to Issuer
Common Stock Restricted
2013-05-07−30,373→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−3,362→ 0 totalExercise: $50.05Exp: 2017-01-01→ Common Stock (3,362 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−2,743→ 0 totalExercise: $56.96Exp: 2016-01-01→ Common Stock (2,743 underlying) - Disposition to Issuer
Restricted Stock Units
2013-05-07−5,215→ 0 total→ Common Stock (5,215 underlying)
Footnotes (10)
- [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 Companys 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 Aetnas common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trading days prior to the completion of the merger (the Aetna Stock Price).
- [F10]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.
- [F2]Common stock of the Company, held indirectly by spouse, disposed of pursuant to the Merger Agreement. Each share of the Companys common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
- [F3]Restricted Common stock, with all restrictions lapsed, of the Company disposed of pursuant to the Merger Agreement. Each share of the Companys common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
- [F4]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2009, was cancelled pursuant to the Merger Agreement in exchange 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.
- [F5]This option, which provided for vesting six months after the grant date on December 5, 2003, 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.
- [F6]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2010, 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]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2008, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid within 10 days after the closing of the merger. The cash payment represents the product of (A) $2.25 and (B) the total number of shares of Company common stock subject to the option.
- [F8]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2007, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid within 10 days after the closing of the merger. The cash payment represents the product of (A) $1.25 and (B) the total number of shares of Company common stock subject to the option.
- [F9]Represents cash dividends credited to reporting persons Stock Deferral Account and converted into whole restricted stock units in accordance with the terms and conditions of the Companys Deferred Compensation Plan for Non-Employee Directors.
Documents
Issuer
COVENTRY HEALTH CARE INC
CIK 0001054833
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001054833
Filing Metadata
- Form type
- 4
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 7:18 PM ET
- Size
- 31.1 KB