4//SEC Filing
COVENTRY HEALTH CARE INC 4
Accession 0001054833-13-000044
CIK 0001054833operating
Filed
May 8, 8:00 PM ET
Accepted
May 9, 7:07 PM ET
Size
28.6 KB
Accession
0001054833-13-000044
Insider Transaction Report
Form 4
WISE ALLEN F
DirectorExecutive Chair & CEO
Transactions
- Disposition to Issuer
Common Stock
2013-05-07−5,293→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restore
2013-05-07−48,188→ 0 total→ Common Stock (48,188 underlying) - Award
Common Stock
2013-05-07+240→ 5,293 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2013-05-07−500,004→ 0 total - Disposition to Issuer
Performance Share Units
2013-05-07−278,093→ 0 total→ Common Stock (278,093 underlying) - Award
Restricted Stock Units
2013-05-07+55,833→ 136,972 total→ Restricted Stock Units (55,833 underlying) - Award
Performance Share Units
2013-05-07+278,093→ 278,093 total→ Common Stock (278,093 underlying) - Award
Restore
2013-05-07+2,201→ 48,188 total→ Common Stock (2,201 underlying) - Disposition to Issuer
Restricted Stock Units
2013-05-07−136,972→ 0 total→ Restricted Stock Units (0 underlying)
Footnotes (7)
- [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]Common stock 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.
- [F4]The reporting person was previously awarded 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 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") and (B) the target number of shares of Company common stock underlying the performance share units.
- [F5]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.
- [F6]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.
- [F7]The reporting person was previously awarded 55,833 restricted stock units that were scheduled to vest over time and based on future Company performance through December 31, 2013, which performance requirement was deemed met upon completion of the merger. The reporting person previously has reported the acquisition of 81,139 restricted stock units the performance criteria for which were met as of December 31, 2012. The combined total of 136,972 restricted stock units 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. The cash payment for the 81,139 restricted stock units will be made in January 2014 based on the Equity Award Cash Consideration.
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, 7:07 PM ET
- Size
- 28.6 KB