FIRST HEALTH GROUP CORP·4

Feb 1, 5:48 PM ET

MAYER WILLIAM 4

4 · FIRST HEALTH GROUP CORP · Filed Feb 1, 2005

Insider Transaction Report

Form 4
Period: 2005-01-28
Transactions
  • Disposition to Issuer

    Common Stock

    2005-01-281,0000 total
  • Disposition to Issuer

    Option to Purchase

    2005-01-28$1.25/sh16,000$20,0000 total
    Exercise: $28.02From: 2002-05-15Exp: 2012-05-15Common Stock (16,000 underlying)
  • Disposition to Issuer

    Option to Purchase

    2005-01-28$1.25/sh32,000$40,0000 total
    Exercise: $23.65From: 2001-12-05Exp: 2011-12-05Common Stock (32,000 underlying)
Footnotes (2)
  • [F1]Disposed of pursuant to the merger agreement, dated October 13, 2004, by and among Coventry Health Care, Inc. ("Coventry"), Coventry Merger Sub Inc., and the issuer, in exchange for (a) 0.1791 shares of Coventry common stock having a market value of $54.75 per share on the effective date of the merger and (b) $9.375 in cash, per share.
  • [F2]On January 28, 2005, these options were cancelled pursuant to the issuer's option tender offer in exchange for payment for each underlying share of common stock equal to the greater of: (a) the amount by which $18.75 exceeded the exercise price of the option, if any, or (b) $1.25.

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