CAHR MICHAEL E 4
4 · METROPOLITAN HEALTH NETWORKS INC · Filed Dec 26, 2012
Insider Transaction Report
Form 4
CAHR MICHAEL E
Director
Transactions
- Disposition to Issuer
Common Stock
2012-12-21$11.25/sh−575,867$6,478,504→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$8.21/sh−5,989$49,170→ 0 totalExercise: $3.04Exp: 2020-04-26→ Common Stock (5,989 underlying) - Disposition to Issuer
Common Stock
2012-12-21$11.25/sh−132,432$1,489,860→ 0 total
Footnotes (4)
- [F1]On December 21, 2012, Metropolitan Health Networks, Inc. (the "Issuer") merged with and into Miner Acquisition Subsidiary, Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Humana Inc. ("Humana"), pursuant to the Agreement and Plan of Merger, dated November 3, 2012, by and among the Issuer, Humana and Merger Subsidiary. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common stock (other than shares of Common Stock owned by Metropolitan, Humana or Merger Subsidiary or any of their respective subsidiaries) was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes.
- [F2]Includes (i) 14,900 shares owned directly by Mr. Cahr or in individual accounts he controls, (ii) 40,400 shares held by Mr. Cahr jointly with Mr. Cahr's spouse, (iii) 39,900 shares held in Mr. Cahr's individual retirement account, and (iv) 9,069 restricted shares of the Issuer's common stock. Pursuant to the Merger Agreement, each outstanding restricted share of the Issuer's Common Stock became fully vested and, at the effective time of the Merger, was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes.
- [F3]Includes (i) 535,167 shares held in the Cahr Dynastic Trust, over which Mr. Cahr has voting and investment power, (ii) 26,200 shares held by Mr. Cahr in a money purchase plan, (iii) 10,000 shares held in Mr. Cahr's spouse's individual retirement account, and (iv) 4,500 shares held by Mr. Cahr in a 401(k) retirement plan. Does not include 57,700 shares held by Mr. Cahr's daughter, with respect to which Mr. Cahr disclaims beneficial ownership.
- [F4]Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock became fully vested and exercisable and, at the effective time of the Merger, was cancelled in exchange for the right to receive an amount in cash equal to $11.25 less the per share exercise price of the option, without interest and less any required withholding taxes.