SEC Form 4 · accession 0001140361-17-005173
WELLCARE HEALTH PLANS, INC. · WCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darren Ghanayem
Officer — SVP, Chief Information Officer
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 6:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001279363
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 6, 2017 | A | 1,277 | A | — | — | Common Stock | 1,277 | 1,277 | D |
| Restricted Stock UnitsF1,F3 | — | Feb 6, 2017 | A | 5,457 | A | — | — | Common Stock | 5,457 | 5,457 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
- F2The vesting of these restricted stock units, which were granted to the Reporting Person on April 18, 2016, was subject to achievement of performance goals for the 2016 performance period to comply with Internal Revenue Code Section 162(m), as well as continued service through the applicable vesting date. On February 6, 2017, the Compensation Committee of the Issuer's Board of Directors certified that the applicable performance goals had been achieved. As a result, the restricted stock units only remain subject to continued service through the applicable vesting date and vest in approximately equal installments on March 1, 2017, March 1, 2018 and March 1, 2019. Vested shares will be delivered to the Reporting Person upon vest.
- F3The vesting of these restricted stock units, which were granted to the Reporting Person on April 18, 2016, was subject to achievement of performance goals for the 2016 performance period to comply with Internal Revenue Code Section 162(m), as well as continued service through the applicable vesting date. On February 6, 2017, the Compensation Committee of the Issuer's Board of Directors certified that the applicable performance goals had been achieved. As a result, the restricted stock units only remain subject to continued service through the applicable vesting date and vest in approximately equal installments on April 18, 2017, April 18, 2018, April 18, 2019 and April 18, 2020. Vested shares will be delivered to the Reporting Person upon vest.