4//SEC Filing
MURRAY JAMES E 4
Accession 0001209191-22-000998
CIK 0000019411other
Filed
Jan 3, 7:00 PM ET
Accepted
Jan 4, 5:19 PM ET
Size
27.1 KB
Accession
0001209191-22-000998
Insider Transaction Report
Form 4
MURRAY JAMES E
President and COO
Transactions
- Exercise/Conversion
Ordinary Common Stock, $0.01 par value
2022-01-02+3,262→ 14,074 total - Tax Payment
Ordinary Common Stock, $0.01 par value
2022-01-02$94.99/sh−871$82,736→ 13,203 total - Exercise/Conversion
Restricted Stock Units
2022-01-02−3,262→ 3,262 totalExercise: $0.00From: 2021-01-02→ Common Stock (3,262 underlying) - Disposition to Issuer
Restricted Stock Units
2022-01-04−3,262→ 0 totalExercise: $0.00→ Common Stock (3,262 underlying) - Disposition to Issuer
Restricted Stock Units
2022-01-04−14,566→ 0 totalExercise: $0.00→ Common Stock (14,566 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2022-01-04−18,206→ 0 totalExercise: $0.00→ Common Stock (18,206 underlying) - Disposition to Issuer
Stock Options
2022-01-04−25,346→ 0 totalExercise: $76.64Exp: 2030-01-02→ Common Stock (25,346 underlying) - Disposition to Issuer
Restricted Stock Units
2022-01-04−28,271→ 0 totalExercise: $0.00→ Common Stock (28,271 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2022-01-04−14,006→ 0 totalExercise: $0.00→ Common Stock (14,006 underlying) - Disposition to Issuer
Ordinary Common Stock, $0.01 par value
2022-01-04−13,203→ 0 total
Footnotes (12)
- [F1]This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on January 2, 2020. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
- [F10]These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for a one-third vesting of shares on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
- [F11]These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on January 2, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
- [F12]These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
- [F2]Not applicable.
- [F3]Represents the portion of shares withheld by the Issuer in order to pay taxes.
- [F4]Closing price on Nasdaq on December 31, 2021.
- [F5]In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration").
- [F6]The remaining 3,262 Restricted Stock Units vest on January 2, 2023.
- [F7]These options previously granted on January 2, 2020, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on January 2, 2023.
- [F8]These unvested restricted stock units previously granted by the Issuer on January 2, 2020, which provided for vesting on January 2, 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
- [F9]These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
Documents
Issuer
MAGELLAN HEALTH INC
CIK 0000019411
Entity typeother
Related Parties
1- filerCIK 0001018658
Filing Metadata
- Form type
- 4
- Filed
- Jan 3, 7:00 PM ET
- Accepted
- Jan 4, 5:19 PM ET
- Size
- 27.1 KB