CAPITAL Z PARTNERS LTD 4

4 · CAREMARK ULYSSES HOLDING CORP. · Filed May 5, 2011

Insider Transaction Report

Form 4

Period: 2011-04-29

CAREMARK ULYSSES HOLDING CORP.UAM

CAPITAL Z PARTNERS LTD

10% Owner

Transactions

Other
Common Stock
2011-04-29−13,896,417→ 0 total(indirect: See Footnote)
Other
Series A Preferred Stock
2011-04-29−605→ 0 total(indirect: See Footnote)
→ Common Stock (60,500 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$18.53/sh−20,000$370,600→ 0 total
Exercise: $18.53Exp: 2012-08-22→ Common Stock (20,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$9.42/sh−20,000$188,400→ 0 total
Exercise: $9.42Exp: 2013-06-03→ Common Stock (20,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$5.26/sh−9,000$47,340→ 0 total
Exercise: $5.26Exp: 2012-05-29→ Common Stock (9,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$8.65/sh−9,000$77,850→ 0 total
Exercise: $8.65Exp: 2014-05-27→ Common Stock (9,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$7.00/sh−25,200$176,400→ 0 total
Exercise: $7.00Exp: 2014-06-04→ Common Stock (25,200 underlying)
Other
Common Stock
2011-04-29−6,189,500→ 0 total(indirect: See Footnote)
Other
Stock Option (Right to Buy)
2011-04-29$3.75/sh−9,000$33,750→ 0 total
Exercise: $3.75Exp: 2011-05-25→ Common Stock (9,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$11.75/sh−10,000$117,500→ 0 total
Exercise: $11.75Exp: 2011-05-25→ Common Stock (10,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$16.78/sh−9,000$151,020→ 0 total
Exercise: $16.78Exp: 2015-05-27→ Common Stock (9,000 underlying)
Other
Stock Option (Right to Buy)
2011-04-29$12.83/sh−25,200$323,316→ 0 total
Exercise: $12.83Exp: 2015-06-02→ Common Stock (25,200 underlying)
Other
Common Stock
2011-04-29−73,819→ 0 total(indirect: See Footnote)
Other
Common Stock
2011-04-29−20,200→ 0 total
Other
Stock Option (Right to Buy)
2011-04-29$4.23/sh−9,000$38,070→ 0 total
Exercise: $4.23Exp: 2013-06-03→ Common Stock (9,000 underlying)

Footnotes (9)

[F1](1) Includes common stock, restricted shares (if any) and performance shares (if any), in each case that were exchangeable in the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated December 30, 2010, by and between the issuer, CVS Caremark Corporation and Ulysses Merger Sub, L.L.C. (as amended, the "Merger Agreement") for (a) $14.00 in cash and (b) one share of common stock, par value $0.01 per share (the "Merger Consideration"), of Universal American Spin Corp. (subsequently renamed Universal American Corp. ) (the "New UAM Common Stock"). New UAM Common Stock closed at $9.33 per share on the first full trading day after the closing date of the Merger.
[F2]Disposed of pursuant to the Merger Agreement in exchange for (a) $14.00 in cash and (b) one share of New UAM Common Stock, for each share owned.
[F3]Directly owned by Cap Z Financial Services Fund II, L.P.
[F4]Directly owned by Cap Z Financial Services Private Fund II, L.P.
[F5]Directly owned by Capital Z Partners III Universal, LP.
[F6]Directly owned by Capital Z Management, LLC.
[F7]Each share of Series A Preferred Stock was entitled to the Merger Consideration on an as converted basis at a conversion rate of 100 common shares for each share of Series A Preferred Stock.
[F8]Stock options canceled in the Merger in exchange for an amount equal to $23.34 (the issuer's closing stock price on April 28, 2011, the last full trading day immediately prior to the closing date of the Merger) less the applicable exercise price of stock options (such amount being referred to as the "Option Payment"). The Option Payment is payable 50% in cash and 50% by delivery of shares of New UAM Common Stock.
[F9]Not applicable.

Documents

2 files

4
doc1.xmlPrimary
FORM 4
EX-99.1
misc1.htm
MISCELLANEOUS EXHIBITS