SEC Form 4 · accession 0001209191-15-062279

Catamaran Corp · CTRX

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

Reporting owner

Michael H. Shapiro

Officer — SVP & Chief Financial Officer

Period of report

Jul 23, 2015

Accepted (ET)

Jul 23, 2015 · 6:39 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	9,173	$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	$35.25	Jul 23, 2015	D	12,000	D	—	Mar 6, 2019	Common share	12,000	D
Stock option (nonqualified)^F2	$56.25	Jul 23, 2015	D	10,420	D	—	Mar 6, 2020	Common share	10,420	D
Restricted stock unit^F3	$0.00	Jul 23, 2015	D	1,000	D	—	—	Common share	1,000	D
Restricted stock unit^F3	$0.00	Jul 23, 2015	D	10,426	D	—	—	Common share	2,086	D
Stock option (nonqualified)^F2	$45.91	Jul 23, 2015	D	13,856	D	—	Mar 20, 2021	Common share	13,856	D
Restricted stock unit^F4	$0.00	Jul 23, 2015	D	22,633	D	—	—	Common share	4,158	D
Restricted stock unit^F4	$0.00	Jul 23, 2015	D	38,756	D	—	—	Common share	10,570	D
Stock option (nonqualified)^F2	$49.65	Jul 23, 2015	D	26,424	D	—	Mar 4, 2022	Common share	26,424	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 vested in full upon consummation of the arrangement (with performance-based restricted stock units granted in 2014 vesting at 166.67% of the target level and performance-based restricted stock units granted in 2015 vesting at 133.33% of the target level) 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.