HEALTH NET INC 4
4 · HEALTH NET INC · Filed Mar 28, 2016
Insider Transaction Report
Form 4
ESCARRA VICKI B
Director
Transactions
- Disposition to Issuer
Common Stock
2016-03-24−14,743→ 2,264 total - Disposition to Issuer
Common Stock
2016-03-24−2,264→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-03-24−7,500→ 0 totalExercise: $44.28Exp: 2016-07-27→ Common Stock (7,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-03-24−5,713→ 0 totalExercise: $55.72Exp: 2017-05-02→ Common Stock (5,713 underlying)
Footnotes (4)
- [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 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]Disposed of pursuant to the Merger Agreement. Represents unvested restricted stock units that did not vest in connection with the Merger. The restricted stock units were automatically converted into Centene awards relating to a number of shares of Centene's common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of the Company's common stock reported in this line item, multiplied by (ii) the Rollover Award Exchange Ratio (as defined in the Merger Agreement), but otherwise remain outstanding subject to the same terms and conditions (including time-based vesting conditions) as applied to such restricted stock units immediately prior to the consummation of the Merger.
- [F3]Each stock option was vested and presently exercisable immediately prior to the Merger.
- [F4]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.