SEC Form 4 · accession 0001140361-18-012073
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, 2018
Accepted (ET)
Mar 5, 2018 · 6:08 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, 2018 | A | 3,133 | $0.00 | A | 12,286 | D | |
| Common StockF2 | Mar 1, 2018 | F | 777 | $193.51 | D | 11,509 | D | |
| Common Stock | Mar 1, 2018 | M | 361 | $0.00 | A | 11,870 | D | |
| Common StockF4 | Mar 1, 2018 | F | 88 | $193.51 | A | 11,782 | D | |
| Common Stock | Mar 1, 2018 | M | 490 | $0.00 | A | 12,272 | D | |
| Common StockF6 | Mar 1, 2018 | F | 172 | $193.51 | D | 12,100 | D | |
| Common Stock | Mar 1, 2018 | M | 402 | $0.00 | A | 12,502 | D | |
| Common StockF8 | Mar 1, 2018 | F | 159 | $193.51 | D | 12,343 | D | |
| Common StockF3 | Mar 1, 2018 | M | 1,534 | $0.00 | A | 13,877 | D | |
| Common StockF10 | Mar 1, 2018 | F | 374 | $193.51 | D | 13,503 | 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 UnitsF11,F12 | — | Mar 1, 2018 | M | 361 | D | — | — | Common Stock | 361 | 0 | D |
| Restricted Stock UnitsF11,F13 | — | Mar 1, 2018 | M | 490 | D | — | — | Common Stock | 490 | 490 | D |
| Restricted Stock UnitsF11,F14 | — | Mar 1, 2018 | M | 402 | D | — | — | Common Stock | 402 | 806 | D |
| Market Stock UnitsF15,F16 | — | Mar 1, 2018 | M | 1,534 | D | — | — | Common Stock | 1,534 | 0 | D |
Explanation of responses
- F1Settlement of performance stock units that were granted on April 6, 2015 and vested on March 1, 2018 based upon the achievement of performance goals for the three-year performance period ending December 31, 2017.
- F10Forfeiture of shares to satisfy tax obligations related to market stock units that were granted to the Reporting Person on April 6, 2015 and vested on March 1, 2018.
- F11Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
- F12The 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.
- F13The 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.
- F14The award of restricted stock units vests in approximately equal increments on March 1, 2018, March 1, 2019 and March 1, 2020. Vested shares will be delivered to the Reporting Person upon vest.
- F15Each 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 2017 compared to the last thirty trading days in 2014.
- F16The market stock units vested on March 1, 2018. 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 April 6, 2015 and vested on March 1, 2018.
- F3Vesting of restricted stock units granted to the Reporting Person on April 6, 2015.
- F4Forfeiture 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, 2018.
- F5Vesting of restricted stock units granted to the Reporting Person on March 28, 2016.
- F6Forfeiture 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, 2018.
- F7Vesting of restricted stock units granted to the Reporting Person on March 22, 2017.
- F8Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on March 22, 2017 and vested on March 1, 2018.
- F9Settlement of market stock units that were granted on April 6, 2015 and vested on March 1, 2018.