4//SEC Filing
Barden J Gentry 4
Accession 0001209191-12-006749
CIK 0001339553other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 6:06 PM ET
Size
22.7 KB
Accession
0001209191-12-006749
Insider Transaction Report
Form 4
Barden J Gentry
Senior VP, Gen Counsel & Sec
Transactions
- Gift
Common Stock
2012-01-25−1,200→ 38,461 total - Disposition to Issuer
Common Stock
2012-01-31−13,681→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−3,407→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−1,739→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-31−6,181→ 0 totalExercise: $17.82Exp: 2020-02-11→ Common Stock (6,181 underlying) - Award
Common Stock
2012-01-31+1,739→ 1,739 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-31−17,252→ 0 totalExercise: $19.50Exp: 2018-02-19→ Common Stock (17,252 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-31−14,324→ 0 totalExercise: $15.16Exp: 2019-02-13→ Common Stock (14,324 underlying) - Disposition to Issuer
Common Stock
2012-01-31−21,373→ 17,088 total
Footnotes (9)
- [F1]Includes 1,301 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 Plan (the "2006 Plan") was assumed by Cigna and replaced with an award of 16,935 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.
- [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 4,217 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.
- [F5]The reporting person was previously awarded 1,739 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.
- [F6]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 2,152 restricted shares of Cigna common stock.
- [F7]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 21,356 shares of Cigna common stock for $15.76 per share. This option provided for vesting as follows: 50% on February 19, 2010; 25% on February 19, 2011; and 25% on February 19, 2012.
- [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 17,731 shares of Cigna common stock for $12.25 per share. This option provided for vesting as follows: 50% on February 13, 2011; 25% on February 13, 2012; and 25% on February 13, 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 7,651 shares of Cigna common stock for $14.40 per share. This 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 0001351155
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 6:06 PM ET
- Size
- 22.7 KB