COVENTRY HEALTH CARE INC 4

Accession 0001054833-13-000043

CIK 0001054833operating

View on SEC.gov Company Profile

Filed

May 8, 8:00 PM ET

Accepted

May 9, 6:42 PM ET

Size

31.8 KB

Accession

0001054833-13-000043

Insider Transaction Report

Form 4

Period: 2013-05-07

COVENTRY HEALTH CARE INCCVH

TALLETT ELIZEBETH E

Director

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−8,471→ 0 total
Exercise: $14.88Exp: 2019-04-01→ Common Stock (8,471 underlying)
Disposition to Issuer
Common Stock Restricted
2013-05-07−18,593→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−3,362→ 0 total
Exercise: $50.05Exp: 2017-01-01→ Common Stock (3,362 underlying)
Disposition to Issuer
Common Stock
2013-05-07−8,325→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−8,465→ 0 total
Exercise: $59.25Exp: 2018-04-01→ Common Stock (8,465 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−4,500→ 0 total
Exercise: $19.91Exp: 2013-06-05→ Common Stock (4,500 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−7,057→ 0 total
Exercise: $26.40Exp: 2021-01-01→ Common Stock (7,057 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−2,743→ 0 total
Exercise: $56.96Exp: 2016-01-01→ Common Stock (2,743 underlying)
Award
Restricted Stock Units
2013-05-07+232→ 16,587 total
→ Common Stock (232 underlying)
Disposition to Issuer
Restricted Stock Units
2013-05-07−16,587→ 0 total
→ Common Stock (16,587 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 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").
[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]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]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.
[F4]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.
[F5]This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2011, 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, 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) $2.25 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, 2006, 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.
[F8]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) $1.00 and (B) the total number of shares of Company common stock subject to the option.
[F9]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.

Documents

2 files

Issuer

COVENTRY HEALTH CARE INC

CIK 0001054833

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Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001054833

Filing Metadata

Form type: 4
Filed: May 8, 8:00 PM ET
Accepted: May 9, 6:42 PM ET
Size: 31.8 KB

View on SEC.gov