4//SEC Filing
Wales Dirk O 4
Accession 0001209191-12-006751
CIK 0001339553other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 6:08 PM ET
Size
22.2 KB
Accession
0001209191-12-006751
Insider Transaction Report
Form 4
Wales Dirk O
SVP ? Chief Medical Officer
Transactions
- Disposition to Issuer
Common Stock
2012-01-31−4,121→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−38,845→ 9,960 total - Disposition to Issuer
Common Stock
2012-01-31−855→ 0 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) - Award
Common Stock
2012-01-31+855→ 855 total - Disposition to Issuer
Common Stock
2012-01-31−2,653→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−1,369→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−485→ 0 total - Disposition to Issuer
Common Stock
2012-01-31−1,332→ 0 total
Footnotes (10)
- [F1]Includes 807 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.
- [F10]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.
- [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 600 restricted shares of Cigna common stock. This award, which initially represented an award of 1,939 restricted shares of Company common stock (restrictions previously lapsed with respect to 1,454 shares), provided for restrictions with respect to these shares to lapse as follows: 50% on February 19, 2010; 25% on February 19, 2011; and 25% on February 19, 2012.
- [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 3,284 restricted shares of Cigna common stock. This award, which initially represented an award of 5,305 restricted shares of Company common stock (restrictions previously lapsed with respect to 2,652 shares), provided for restrictions with respect to these shares to lapse as follows: 50% on February 13, 2011; 25% on February 13, 2012; and 25% on February 13, 2013.
- [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 5,101 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.
- [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 1,648 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.
- [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 1,694 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on January 18, 2014; 25% on January 18, 2015; and 25% on January 18, 2016.
- [F8]The reporting person was previously awarded 855 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.
- [F9]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 1,058 restricted shares of Cigna common stock.
Documents
Issuer
HealthSpring, Inc.
CIK 0001339553
Entity typeother
Related Parties
1- filerCIK 0001427206
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 6:08 PM ET
- Size
- 22.2 KB