Stelben John J 4
4 · COVENTRY HEALTH CARE INC · Filed Jan 18, 2012
Insider Transaction Report
Form 4
Stelben John J
Sr VP and Interim CFO
Transactions
- Disposition to Issuer
Common Stock
2012-01-13$30.47/sh+45,000$1,371,150→ 75,110 total - Exercise/Conversion
Common Stock
2012-01-13+45,000→ 120,110 total - Exercise/Conversion
Performance Share Units
2012-01-13−45,000→ 198,016 totalFrom: 2012-01-13Exp: 2012-01-13→ Common Stock (45,000 underlying)
Footnotes (7)
- [F1]Automatic cash settlement of Performance Share Units (PSUs) in transactions exempt from liability under Exchange Act Rule 16b-3(d) and (e) and Rule 16b-6(b). The settlement of the PSUs is reported as the exercise of a derivative security, the deemed acquisition of the underlying shares of Common Stock and the deemed disposition of such shares to the issuer. No shares of Common Stock were actually issued. The amount paid in settlement of each PSU was the average closing market price of Common Stock for the trading days from December 15, 2011 through January 15, 2012.
- [F2]Includes the following: Table I-Non-Derivative Securities consisting of 45,000 shares of performance share units held directly; 20,243 shares of common stock held directly; 8,795 shares of common stock held indirectly by managed account (401K Plan); and 46,072 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly.
- [F3]See Footnote 2 for shares held directly and indirectly.
- [F4]Includes the following: Table I-Non-Derivative Securities consisting of 20,243 shares of common stock held directly; 8,795 shares of performance share units held indirectly by managed account (401K Plan), and 46,072 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly.
- [F5]See Footnote 4 for shares held directly and indirectly.
- [F6]One-for-one.
- [F7]Table II - Derivative Securities consisting of non-qualified stock options for 188,795 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly, and 9,221 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.