4//SEC Filing
Giles Randy P. 4
Accession 0001054833-13-000040
CIK 0001054833other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 5:16 PM ET
Size
19.2 KB
Accession
0001054833-13-000040
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−58,373→ 0 totalExercise: $29.98Exp: 2023-05-24→ Common Stock (58,373 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−49,813→ 0 totalExercise: $25.51Exp: 2020-11-15→ Common Stock (49,813 underlying) - Disposition to Issuer
Performance Share Units
2013-05-07−33,522→ 0 total→ Common Stock (33,522 underlying) - Disposition to Issuer
Common Stock
2013-05-07−802→ 0 total(indirect: by Managed Account) - Award
Common Stock
2013-05-07+5→ 802 total(indirect: by Managed Account) - Disposition to Issuer
Common Stock Restricted
2013-05-07−32,184→ 0 total - Award
Performance Share Units
2013-05-07+33,522→ 33,522 total→ Common Stock (33,522 underlying)
Footnotes (6)
- [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.
- [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]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.
- [F4]This option, which provided for vesting in equal annual installments over a three-year period beginning November 15, 2011, 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 in equal annual installments over a three-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.
- [F6]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.
Documents
Issuer
COVENTRY HEALTH CARE INC
CIK 0001054833
Entity typeother
Related Parties
1- filerCIK 0001519502
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 5:16 PM ET
- Size
- 19.2 KB