MASTRI THOMAS M 4

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

Form 4

Period: 2005-01-28

Controller

Transactions

Disposition to Issuer
Option to Purchase
2005-01-28$8.34/sh−500$4,172→ 0 total
Exercise: $10.41Exp: 2006-09-17→ Common Stock (500 underlying)
Disposition to Issuer
Option to Purchase
2005-01-28$4.53/sh−2,000$9,063→ 0 total
Exercise: $14.22Exp: 2007-09-16→ Common Stock (2,000 underlying)
Disposition to Issuer
Option to Purchase
2005-01-28$8.28/sh−2,206$18,269→ 0 total
Exercise: $10.47Exp: 2009-09-21→ Common Stock (2,206 underlying)
Disposition to Issuer
Option to Purchase
2005-01-28$2.63/sh−5,000$13,125→ 0 total
Exercise: $16.13Exp: 2007-09-19→ Common Stock (5,000 underlying)
Disposition to Issuer
Option to Purchase
2005-01-28$1.25/sh−25,000$31,250→ 0 total
Exercise: $27.81Exp: 2008-09-25→ Common Stock (25,000 underlying)

Footnotes (7)

[F1]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.
[F2]This option provided for vesting in four equal annual installments beginning on September 17, 1996.
[F3]This option provided for vesting in four equal annual installments beginning on September 16, 1997.
[F4]This option provided for vesting in four equal annual installments beginning on August 31, 1998.
[F5]This option provided for vesting in four equal annual installments beginning on August 31, 1999.
[F6]This option provided for vesting in four annual installments beginning on August 31, 2000.
[F7]This option provided for vesting in four equal annual installments beginning on September 25, 2002.

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