GREGOIRE DANIEL N 4

4 · MAGELLAN HEALTH INC · Filed Mar 6, 2019

Form 4

Period: 2019-03-05

General Counsel and Secretary

Transactions

Award
Performance-Based Restricted Stock Units
2019-03-05+6,203→ 6,203 total
Exercise: $0.00From: 2022-03-05→ Common Stock (6,203 underlying)
Award
Stock Options (right to buy)
2019-03-05+23,703→ 23,703 total
Exercise: $66.57Exp: 2029-03-05→ Common Stock (23,703 underlying)

Footnotes (4)

[F1]Options vest and become exercisable in one third increments on March 5th of each of 2020, 2021 and 2022.
[F2]Not applicable.
[F3]On the third anniversary of the grant date, Performance-Based Restricted Stock Units ("PSUs") vest based on achievement of total shareholder return ("TSR") performance over a three-year period beginning in 2019 and ending with 2022. Payout for vested PSUs ranges from 0% to 200% of the indicated number of shares, based on the Company's TSR percentile ranking compared to the TSR of the companies included in the selected market index. TSR is measured generally as the increase or decrease in the market value of the Company common stock with a deemed reinvestment of any dividends. If a participant terminates employment prior to the third anniversary of the grant date, the PSUs generally will be forfeited. PSUs have no voting rights and are generally non-transferable. The indicated number of PSUs assumes 100% vesting, and the actual number of shares issued in settlement of the PSUs may be greater or less than the indicated number.
[F4](Continuation of Footnote 3) - Since the payout for PSUs can range from 0% to 200%, the maximum number of shares that could vest and be issued could be double the indicated number.

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