4//SEC Filing
HEALTH NET INC 4
Accession 0001179110-16-022315
CIK 0000916085operating
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 9:37 PM ET
Size
9.8 KB
Accession
0001179110-16-022315
Insider Transaction Report
Form 4
Waters Kathleen Alyce
SVP, Gen. Counsel & Secretary
Transactions
- Award
Common Stock
2016-03-24+15,855→ 34,730 total - Disposition to Issuer
Common Stock
2016-03-24−32,390→ 0 total - Disposition to Issuer
Common Stock
2016-03-24−2,340→ 32,390 total
Footnotes (3)
- [F1]Represents performance share units ("PSUs") granted to the Reporting Person on April 27, 2015 and February 13, 2016, whose performance criteria were deemed satisfied and remained subject to time-based vesting conditions pursuant to that certain 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").
- [F2]Disposed of pursuant to the Merger Agreement 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") per share of the Company's common stock reported in this line item.
- [F3]Disposed of pursuant to the Merger Agreement. Represents unvested restricted stock units, including PSUs whose performance criteria were deemed satisfied pursuant to the Merger Agreement, that remained subject to time-based vesting conditions immediately prior to the consummation of the Merger. Such restricted stock units 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.
Documents
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, 9:37 PM ET
- Size
- 9.8 KB