4//SEC Filing
WITTY KAREY L 4
Accession 0001209191-12-006745
CIK 0001339553other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 6:02 PM ET
Size
20.9 KB
Accession
0001209191-12-006745
Insider Transaction Report
Form 4
WITTY KAREY L
Exec VP and CFO
Transactions
- Disposition to Issuer
Common Stock
2012-01-31−5,000→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−14,302→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−7,127→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−7,127→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-31−116,000→ 0 totalExercise: $13.29Exp: 2019-08-07→ Common Stock (116,000 underlying) - Disposition to Issuer
Common Stock
2012-01-31−15,323→ 26,429 total - Award
Common Stock
2012-01-31+7,127→ 7,127 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-31−82,418→ 0 totalExercise: $17.82Exp: 2020-02-11→ Common Stock (82,418 underlying)
Footnotes (9)
- [F1]Includes 5,323 restricted shares of Company common stock which, upon the effective time of the merger (as described below), accelerated and fully vested pursuant to the terms of the HealthSpring, Inc. Management Stock Purchase Plan.
- [F2]Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 24, 2011, by and among HealthSpring, Inc. (the "Company"), Cigna Corporation ("Cigna") and Cigna Magnolia Corp., an indirect wholly-owned subsidiary of Cigna, each share of the Company's common stock owned by the reporting person immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into the right to receive $55.00 per share in cash, without interest and less any applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the HealthSpring, Inc. 2006 Amended and Restated Equity Incentive Plan (the "2006 Plan") was assumed by Cigna and replaced with an award of 6,189 restricted shares of Cigna common stock. This award, which initially represented an award of 10,000 restricted shares of Company common stock (restrictions previously lapsed with respect to 5,000 shares), provided for restrictions with respect to these shares to lapse as follows: 25% on July 1, 2010; 25% on July 1, 2011; 25% on July 1, 2012; and 25% on July 1, 2013.
- [F4]Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 17,704 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on February 11, 2012; 25% on February 11, 2013; and 25% on February 11, 2014.
- [F5]Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 8,822 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
- [F6]The reporting person was previously awarded 7,127 restricted shares of Company common stock under the 2006 Plan that vested over time based on future Company performance. Pursuant to the terms of the award, upon the effective time of the merger, the performance goals were deemed to have been met. The award provided for restrictions with respect to these shares to then lapse as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
- [F7]Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 8,822 restricted shares of Cigna common stock.
- [F8]Pursuant to the Merger Agreement, at the effective time of the merger, this option to purchase shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an option to purchase 143,595 shares of Cigna common stock for $10.74 per share. This option, which initially represented a right to purchase a total of 125,000 shares of Company common stock (previously exercised with respect to 9,000 shares), provided for vesting as follows: 25% on July 1, 2010; 25% on July 1, 2011; 25% on July 1, 2012; and 25% on July 1, 2013.
- [F9]Pursuant to the Merger Agreement, at the effective time of the merger, this option to purchase shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an option to purchase 102,024 shares of Cigna common stock for $14.40 per share. The option provided for vesting as follows: 50% on February 11, 2012; 25% on February 11, 2013; and 25% on February 11, 2014.
Documents
Issuer
HealthSpring, Inc.
CIK 0001339553
Entity typeother
Related Parties
1- filerCIK 0001208714
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 6:02 PM ET
- Size
- 20.9 KB