Home/Filings/4/0001179110-16-022309
4//SEC Filing

HEALTH NET INC 4

Accession 0001179110-16-022309

CIK 0000916085operating

Filed

Mar 27, 8:00 PM ET

Accepted

Mar 28, 9:34 PM ET

Size

16.6 KB

Accession

0001179110-16-022309

Insider Transaction Report

Form 4
Period: 2016-03-24
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2016-03-2422,1000 total
    Exercise: $15.30Exp: 2016-05-22Common Stock (22,100 underlying)
  • Disposition to Issuer

    Common Stock

    2016-03-2472,8310 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2016-03-247,5000 total
    Exercise: $39.10Exp: 2016-05-12Common Stock (7,500 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2016-03-247,5000 total
    Exercise: $55.72Exp: 2017-05-02Common Stock (7,500 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2016-03-2411,6000 total
    Exercise: $28.08Exp: 2018-05-09Common Stock (11,600 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2016-03-2412,8590 total
    Exercise: $23.51Exp: 2017-05-13Common Stock (12,859 underlying)
Footnotes (3)
  • [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015 (the "Merger Agreement"), by and among Health Net, Inc., a Delaware corporation (the "Company"), Centene Corporation, a Delaware corporation ("Centene"), Chopin Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene ("Merger Sub I"), and Chopin Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene, pursuant to which, among other things, Merger Sub I merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Centene (the "Merger"). Each such share of common stock of the Company and each restricted stock unit that vested in connection with the Merger was cancelled in the Merger and automatically converted into the right to receive $28.25 in cash, without interest (the "Cash Consideration"), and 0.622 of a share of common stock of Centene (the "Share Consideration").
  • [F2]Each stock option was vested and presently exercisable immediately prior to the Merger.
  • [F3]As a result of the Merger, each stock option was automatically converted into the right to receive (i) an amount of cash equal to the product of the number of shares of the Company's common stock subject to such stock option and the Cash Consideration and (ii) a number of shares of Centene's common stock equal to (x) the product of the number of shares of the Company's common stock subject to such stock option and the Share Consideration, less (y) a number of shares of Centene's common stock with a Parent Stock Value (as defined in the Merger Agreement) equal to the aggregate exercise price of such stock option.

Issuer

HEALTH NET INC

CIK 0000916085

Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000916085

Filing Metadata

Form type
4
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 9:34 PM ET
Size
16.6 KB