4//SEC Filing
COVENTRY HEALTH CARE INC 4
Accession 0001054833-13-000042
CIK 0001054833operating
Filed
May 8, 8:00 PM ET
Accepted
May 9, 6:01 PM ET
Size
16.1 KB
Accession
0001054833-13-000042
Insider Transaction Report
Form 4
STOCKER MICHAEL A
Director
Transactions
- Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2013-05-07−12,960→ 0 totalExercise: $24.29Exp: 2020-01-01→ Common Stock (12,960 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−12,031→ 0 totalExercise: $22.68Exp: 2019-11-09→ Common Stock (12,031 underlying) - Disposition to Issuer
Common Stock Restricted
2013-05-07−12,983→ 0 total
Footnotes (3)
- [F1]Restricted common stock, with all restrictions lapsed, 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]This option, which provided for vesting in equal annual installments over a four-year period beginning November 9, 2010, 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.
- [F3]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.
Documents
Issuer
COVENTRY HEALTH CARE INC
CIK 0001054833
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001054833
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 6:01 PM ET
- Size
- 16.1 KB