SEC Form 4 · accession 0000899243-17-011422
UNIVERSAL AMERICAN CORP. · UAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark K Gormley
Director
Period of report
Apr 28, 2017
Accepted (ET)
May 2, 2017 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001514128
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 28, 2017 | D | 77,229 | — | D | 0 | I | See Footnote |
| Common StockF1 | Apr 28, 2017 | D | 68,701 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $6.46 | Apr 28, 2017 | D | 24,511 | D | — | — | Common Stock | 24,511 | 0 | D |
| Stock Options (Right to Buy)F3 | $6.81 | Apr 28, 2017 | D | 29,565 | D | — | — | Common Stock | 29,565 | 0 | D |
| Stock Options (Right to Buy)F3 | $7.21 | Apr 28, 2017 | D | 25,859 | D | — | — | Common Stock | 25,859 | 0 | D |
Explanation of responses
- F1Pursuant to that certain Agreement and Plan of Merger, dated as of November 17, 2016 (the "Merger Agreement"), by and among Universal American Corp. (the "Company"), WellCare Health Plans, Inc. and Wind Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement) (the "Effective Time"), each of these shares of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the per share merger consideration of $10.00 (the "Per Share Merger Consideration").
- F2Directly owned by Lee Equity Partners, LLC. Lee Equity Partners, LLC is the investment manager of Lee Equity Partners Realization Fund, L.P. and Lee Equity Strategic Partners Realization Fund, L.P. (collectively, the "Funds"). Mr. Gormley is a member and equity owner of the general partner of the Funds. Mr. Gormley disclaims beneficial ownership of shares held by Lee Equity Partners, LLC and the Funds, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Gormley is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Pursuant to the Merger Agreement, at the Effective Time, each of these stock options was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such stock option multiplied by the aggregate number of shares of common stock in respect of such stock option immediately before the Effective Time.