Bahr Michael D 4

Accession 0001054833-13-000038

CIK 0001054833other

View on SEC.gov Company Profile

Filed

May 8, 8:00 PM ET

Accepted

May 9, 4:00 PM ET

Size

47.0 KB

Accession

0001054833-13-000038

Insider Transaction Report

Form 4

Period: 2013-05-07

COVENTRY HEALTH CARE INCCVH

Bahr Michael D

Executive Vice President

Transactions

Disposition to Issuer
Common Stock
2013-05-07−6,069→ 0 total(indirect: by Managed Account)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−20,000→ 0 total
Exercise: $60.01Exp: 2017-05-22→ Common Stock (20,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−107,017→ 0 total
Exercise: $29.98Exp: 2022-05-24→ Common Stock (107,017 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−20,000→ 0 total
Exercise: $44.20Exp: 2018-05-19→ Common Stock (20,000 underlying)
Disposition to Issuer
Performance Share Units
2013-05-07−61,458→ 0 total
→ Common Stock (61,458 underlying)
Award
Common Stock
2013-05-07+33→ 6,069 total(indirect: by Managed Account)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−22,500→ 0 total
Exercise: $47.90Exp: 2015-06-20→ Common Stock (22,500 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−13,333→ 0 total
Exercise: $20.46Exp: 2020-05-26→ Common Stock (13,333 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−58,083→ 0 total
Exercise: $36.11Exp: 2021-06-22→ Common Stock (58,083 underlying)
Award
Performance Share Units
2013-05-07+61,458→ 61,458 total
→ Common Stock (61,458 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−5,625→ 0 total
Exercise: $34.95Exp: 2014-12-14→ Common Stock (5,625 underlying)
Award
Restore
2013-05-07+38→ 7,122 total
→ Common Stock (38 underlying)
Disposition to Issuer
Restore
2013-05-07−7,122→ 0 total
→ Common Stock (7,122 underlying)
Tax Payment
Common Stock Restricted
2013-05-07−23,240→ 50,277 total
Disposition to Issuer
Common Stock Restricted
2013-05-07−50,277→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−26,250→ 0 total
Exercise: $51.30Exp: 2016-05-22→ Common Stock (26,250 underlying)

Footnotes (15)

[F1]Common Stock of Coventry Health Care, Inc. (the "Company") acquired in the reporting person's 401(k) Plan account through payroll deduction and employer matching contributions at various prices at market value since the last ownership filing.
[F10]This option, which provided for vesting in equal annual installments over a four-year period beginning May 24, 2013, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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
[F11]This option, which provided for vesting in equal annual installments over a three-year period beginning June 22, 2012, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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.
[F12]This option, which provided for vesting in equal annual installments over a three-year period beginning May 19, 2009, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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.
[F13]The reporting person was previously awarded the performance share units that were scheduled to vest over time and based on future Company performance through December 31, 2013. These performance share units were cancelled at target pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the target number of shares of Company common stock underlying the performance share units.
[F14]Common stock acquired in reporting person's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") account through payroll deduction at various prices at market value since the last ownership filing. The common stock is acquired and held in the name of the RESTORE rabbi trust and allocated to the reporting person's account. There is no conversion or exercise price, nor is there a date exercisable or expiration date. The shares are sold and paid out in cash six months after the reporting person's retirement or other termination from service.
[F15]Common stock held indirectly by the reporting person through RESTORE 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.
[F2]Common stock of the Company acquired by and on behalf of the reporting person through the Company's 401(k) Plan and 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") in exchange for $27.30 in cash and .3885 share of Aetna common stock for each share of Company 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").
[F3]Sale of restricted common stock, with all restrictions lapsed, back to the Company to pay withholding taxes upon the lapse of all restrictions on restricted stock held by the reporting person pursuant to the Merger Agreement.
[F4]Restricted common stock, with all restrictions lapsed, of the Company disposed of pursuant to the Merger Agreement. Each share of Company 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 annual installments over a four-year period beginning December 14, 2005, 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.
[F6]This option, which provided for vesting in equal annual installments over a four-year period beginning June 20, 2006, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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 annual installments over a four-year period beginning May 22, 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 on the 12-month anniversary of the closing of the merger (subject to acceleration upon certain terminations of employment). 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 annual installments over a four-year period beginning May 22, 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 on the 12-month anniversary of the closing of the merger (subject to acceleration upon certain terminations of employment). The cash payment represents the product of (A) $1.00 and (B) the total number of shares of Company common stock subject to the option.
[F9]This option, which provided for vesting in equal annual installments over a three-year period beginning May 26, 2011, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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.

Documents

2 files

Issuer

COVENTRY HEALTH CARE INC

CIK 0001054833

→

Entity typeother

Related Parties

filerCIK 0001470329

Filing Metadata

Form type: 4
Filed: May 8, 8:00 PM ET
Accepted: May 9, 4:00 PM ET
Size: 47.0 KB

View on SEC.gov