SEC Form 4 · accession 0001209191-15-062254

Catamaran Corp · CTRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Clifford E Berman

Officer — SVP, General Counsel · Other

Period of report

Jul 23, 2015

Accepted (ET)

Jul 23, 2015 · 6:04 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001363851

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common share^F1	Jul 23, 2015	D	25,733	$61.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock option (nonqualified)^F2	$25.115	Jul 23, 2015	D	2,626	D	—	Mar 9, 2018	Common share	2,626	D
Stock option (nonqualified)^F2	$35.25	Jul 23, 2015	D	6,000	D	—	Mar 6, 2019	Common share	6,000	D
Restricted stock unit^F3	$0.00	Jul 23, 2015	D	1,000	D	—	—	Common share	1,000	D
Stock option (nonqualified)^F2	$56.25	Jul 23, 2015	D	6,950	D	—	Mar 6, 2020	Common share	6,950	D
Restricted stock unit^F3	$0.00	Jul 23, 2015	D	6,950	D	—	—	Common share	6,950	D
Restricted stock unit^F4	$0.00	Jul 23, 2015	D	13,581	D	—	—	Common share	13,581	D
Stock option (nonqualified)^F5	$44.70	Jul 23, 2015	D	8,316	D	—	Mar 5, 2021	Common share	8,316	D
Restricted stock unit^F4	$0.00	Jul 23, 2015	D	18,454	D	—	—	Common share	18,454	D
Stock option (nonqualified)^F5	$49.65	Jul 23, 2015	D	12,583	D	—	Mar 4, 2022	Common share	12,583	D

Explanation of responses

F1Disposed of pursuant to the terms of the arrangement agreement, dated March 29, 2015, among issuer, UnitedHealth Group Incorporated and 1031387 B.C. Unlimited Liability Company in exchange for a cash payment of $61.50 per share (the "arrangement consideration").
F2These stock options vested in full upon consummation of the arrangement and, upon vesting, were converted into the right to receive an amount in cash equal to the product of (i) the number of common shares subject to such stock option multiplied by (ii) the excess, if any, of (A) the arrangement consideration over (B) the exercise price per common share of such stock option (less any withholding taxes).
F3Pursuant to the terms of the arrangement agreement, these restricted stock units vested in full upon consummation of the arrangement (with performance-based restricted stock units vesting at 200% of the target level applicable to such performance-based restricted stock unit) and, upon vesting, were converted into the right to receive the arrangement consideration (less any withholding taxes) for each common share subject to such restricted stock unit.
F4Pursuant to the terms of the arrangement agreement, these restricted stock units were converted into restricted stock units in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the restricted stock units immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion (except that the performance level for the performance-based restricted stock units granted in 2014 was deemed achieved at 166.67% of the target level and the performance level of the performance-based restricted stock units granted in 2015 was deemed achieved at 133.33% of the target level).
F5Pursuant to the terms of the arrangement agreement, these stock options were converted into an option to purchase equity in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the stock options immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion.