4//SEC Filing
NOLAN TIMOTHY E 4
Accession 0001054833-13-000047
CIK 0001054833other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 8:38 PM ET
Size
33.1 KB
Accession
0001054833-13-000047
Insider Transaction Report
Form 4
NOLAN TIMOTHY E
EVP, Government Programs
Transactions
- Tax Payment
Common Stock Restricted
2013-05-07−12,139→ 22,121 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−14,000→ 0 totalExercise: $16.04Exp: 2019-05-01→ Common Stock (14,000 underlying) - Disposition to Issuer
Performance Share Units
2013-05-07−27,935→ 0 total→ Common Stock (27,935 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−48,644→ 0 totalExercise: $29.98Exp: 2022-05-24→ Common Stock (48,644 underlying) - Purchase
Performance Share Units
2013-05-07+27,935→ 27,935 total→ Common Stock (27,935 underlying) - Disposition to Issuer
Common Stock
2013-05-07−3,947→ 0 total(indirect: by Managed Account) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−30,000→ 0 totalExercise: $20.46Exp: 2020-05-26→ Common Stock (30,000 underlying) - Disposition to Issuer
Restore
2013-05-07−9,922→ 0 total→ Common Stock (9,922 underlying) - Disposition to Issuer
Common Stock
2013-05-07−24,663→ 0 total - Disposition to Issuer
Common Stock Restricted
2013-05-07−22,121→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-05-07−32,914→ 0 totalExercise: $36.11Exp: 2021-06-22→ Common Stock (32,914 underlying)
Footnotes (10)
- [F1]Common Stock of Coventry Health Care, Inc. (the "Company") acquired by the reporting person 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").
- [F10]Common stock held indirectly by the reporting person in the Company's 401(k) Restoration and Deferred Compensation Plan ("RESTORE"). The common stock is acquired and held in the name of the RESTORE rabbi trust and allocated to the reporting person's account and paid out in cash six months after the reporting person's retirement or other termination from service. There is no conversion or exercise price, nor is there a date exercisable or expiration date. The shares were 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 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.
- [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 three-year period beginning May 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 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 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.
- [F7]This option, which provided for vesting in equal annual installments over a three-year period beginning May 27, 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.
- [F8]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.
- [F9]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 0001181981
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 8:38 PM ET
- Size
- 33.1 KB