EARLEY MICHAEL 4

Accession 0001144204-12-069454

CIK 0001009379other

Filed

Dec 25, 7:00 PM ET

Accepted

Dec 26, 6:37 AM ET

Size

21.1 KB

Accession

0001144204-12-069454

Form 4

Period: 2012-12-21

DirectorCEO

Transactions

Disposition to Issuer
Common Stock
2012-12-21$11.25/sh−513,695$5,779,069→ 0 total
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$2.96/sh−87,100$257,816→ 0 total
Exercise: $8.29Exp: 2022-03-04→ Common Stock (87,100 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$8.21/sh−216,800$1,779,928→ 0 total
Exercise: $3.04Exp: 2020-04-26→ Common Stock (216,800 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$9.59/sh−150,000$1,438,500→ 0 total
Exercise: $1.66Exp: 2017-08-06→ Common Stock (150,000 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$8.94/sh−192,800$1,723,632→ 0 total
Exercise: $2.31Exp: 2018-02-11→ Common Stock (192,800 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$9.42/sh−400,000$3,768,000→ 0 total
Exercise: $1.83Exp: 2014-11-05→ Common Stock (400,000 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$6.28/sh−106,800$670,704→ 0 total
Exercise: $4.97Exp: 2021-02-28→ Common Stock (106,800 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-12-21$9.63/sh−302,400$2,912,112→ 0 total
Exercise: $1.62Exp: 2019-02-05→ Common Stock (302,400 underlying)

Footnotes (3)

[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 153,125 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]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.

Documents

1 file

METROPOLITAN HEALTH NETWORKS INC

CIK 0001009379

Entity typeother