SEC Form 4 · accession 0001140361-17-010587
WELLCARE HEALTH PLANS, INC. · WCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Robert Polen
Officer — EVP, Medicare and Operations
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001279363
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 1, 2017 | A | 2,853 | $0.00 | A | 10,316 | D | |
| Common StockF2 | Mar 1, 2017 | F | 800 | $141.56 | D | 9,516 | D | |
| Common Stock | Mar 1, 2017 | A | 1,341 | $0.00 | A | 10,857 | D | |
| Common StockF4 | Mar 1, 2017 | F | 387 | $141.56 | D | 10,470 | D | |
| Common Stock | Mar 1, 2017 | M | 475 | $0.00 | A | 10,945 | D | |
| Common StockF6 | Mar 1, 2017 | F | 130 | $141.56 | D | 10,815 | D | |
| Common Stock | Mar 1, 2017 | M | 360 | $0.00 | A | 11,175 | D | |
| Common StockF8 | Mar 1, 2017 | F | 152 | $141.56 | D | 11,023 | D | |
| Common Stock | Mar 1, 2017 | M | 489 | $0.00 | A | 11,512 | D | |
| Common StockF10 | Mar 1, 2017 | F | 206 | $141.56 | D | 11,306 | D | |
| Common Stock | Mar 1, 2017 | M | 2,409 | $0.00 | A | 13,715 | D | |
| Common StockF12 | Mar 1, 2017 | F | 659 | $141.56 | D | 13,056 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF13,F14 | — | Mar 1, 2017 | M | 475 | D | — | — | Common Stock | 475 | 0 | D |
| Restricted Stock UnitsF13,F15 | — | Mar 1, 2017 | M | 360 | D | — | — | Common Stock | 360 | 361 | D |
| Restricted Stock UnitsF13,F16 | — | Mar 1, 2017 | M | 489 | D | — | — | Common Stock | 489 | 980 | D |
| Market Stock UnitsF17,F18 | — | Mar 1, 2017 | M | 2,409 | D | — | — | Common Stock | 2,409 | 0 | D |
Explanation of responses
- F1Settlement of performance stock units that were granted on February 27, 2014 and vested on March 1, 2017 based upon the achievement of performance goals for the three-year performance period ending December 31, 2016.
- F10Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on March 28, 2016 and vested on March 1, 2017.
- F11Settlement of market stock units that were granted on February 27, 2014 and vested on March 1, 2017.
- F12Forfeiture of shares to satisfy tax obligations related to market stock units that were granted to the Reporting Person on February 27, 2014 and vested on March 1, 2017.
- F13Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
- F14The award of restricted stock units vests in approximately equal increments on March 1, 2015, March 1, 2016 and March 1, 2017. Vested shares will be delivered to the Reporting Person upon vest.
- F15The award of restricted stock units vests in approximately equal increments on March 1, 2016, March 1, 2017 and March 1, 2018. Vested shares will be delivered to the Reporting Person upon vest.
- F16The award of restricted stock units vests in approximately equal increments on March 1, 2017, March 1, 2018 and March 1, 2019. Vested shares will be delivered to the Reporting Person upon vest.
- F17Each market stock unit represents a contingent right to receive up to two shares of WCG common stock based on the average closing price for the last thirty trading days in 2016 compared to the last thirty trading days in 2013.
- F18The market stock units vested on March 1, 2017. Vested shares will be delivered to the Reporting Person upon vest.
- F2Forfeiture of shares to satisfy tax obligations related to performance stock units that were granted to the Reporting Person on February 27, 2014 and vested on March 1, 2017.
- F3Settlement of performance stock units that were granted on September 2, 2014 and vested on March 1, 2017 based upon the achievement of performance goals for the performance period ending December 31, 2016.
- F4Forfeiture of shares to satisfy tax obligations related to performance stock units that were granted to the Reporting Person on September 2, 2014 and vested on March 1, 2017.
- F5Vesting of restricted stock units granted to the Reporting Person on February 27, 2014.
- F6Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on February 27, 2014 and vested on March 1, 2017.
- F7Vesting of restricted stock units granted to the Reporting Person on April 6, 2015.
- F8Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on April 6, 2015 and vested on March 1, 2017.
- F9Vesting of restricted stock units granted to the Reporting Person on March 28, 2016.