4//SEC Filing
KUGELMAN LAWRENCE N 4
Accession 0001054833-13-000034
CIK 0001054833other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 9:14 AM ET
Size
11.9 KB
Accession
0001054833-13-000034
Insider Transaction Report
Form 4
KUGELMAN LAWRENCE N
Director
Transactions
- Disposition to Issuer
Common Stock Restricted
2013-05-07−17,093→ 0 total - Award
Restricted Stock Units
2013-05-07+48→ 8,028 total→ Common Stock (48 underlying) - Disposition to Issuer
Common Stock
2013-05-07−14,253→ 0 total - Disposition to Issuer
Restricted Stock Units
2013-05-07−8,028→ 0 total→ Common Stock (8,028 underlying)
Footnotes (4)
- [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 trading days prior to the completion of the merger (the "Aetna Stock Price").
- [F2]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.
- [F3]Represents cash dividends credited to reporting person's Stock Deferral Account and converted into whole restricted stock units in accordance with the terms and conditions of the Company's Deferred Compensation Plan for Non-Employee Directors.
- [F4]Represents restricted stock units, which were cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) 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 (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 0001240628
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 9:14 AM ET
- Size
- 11.9 KB