4//SEC Filing
FRANCO RICHARD A 4
Accession 0001144204-12-069456
CIK 0001009379other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 6:38 AM ET
Size
8.4 KB
Accession
0001144204-12-069456
Insider Transaction Report
Form 4
FRANCO RICHARD A
Director
Transactions
- 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−38,232$430,110→ 0 total
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 (i) 1,000 shares held by Mr. Franco jointly with his spouse, and (ii) 9,069 restricted shares of 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
Issuer
METROPOLITAN HEALTH NETWORKS INC
CIK 0001009379
Entity typeother
Related Parties
1- filerCIK 0001212673
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 6:38 AM ET
- Size
- 8.4 KB