SEC Form 4 · accession 0000950142-17-000942

UNIVERSAL AMERICAN CORP. · UAM

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

Reporting owner

Adam C Thackery

Officer — Chief Financial Officer

Period of report

Apr 28, 2017

Accepted (ET)

May 2, 2017 · 7:05 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 Stock^F1	Apr 28, 2017	D	63,643	—	D	0	D
Common Stock^F2	Apr 28, 2017	D	128,746	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F3	$6.18	Apr 28, 2017	D	6,907	D	—	—	Common Stock	6,907	D
Stock Options (Right to Buy)^F3	$6.05	Apr 28, 2017	D	6,635	D	—	—	Common Stock	6,635	D
Stock Options (Right to Buy)^F4	$6.05	Apr 28, 2017	D	6,635	D	—	—	Common Stock	6,635	D
Stock Options (Right to Buy)^F3	$8.41	Apr 28, 2017	D	1,306	D	—	—	Common Stock	1,306	D
Stock Options (Right to Buy)^F4	$8.41	Apr 28, 2017	D	2,612	D	—	—	Common Stock	2,612	D
Stock Options (Right to Buy)^F3	$6.09	Apr 28, 2017	D	4,574	D	—	—	Common Stock	4,574	D
Stock Options (Right to Buy)^F4	$6.09	Apr 28, 2017	D	13,724	D	—	—	Common Stock	13,724	D
Stock Options (Right to Buy)^F4	$8.41	Apr 28, 2017	D	5,224	D	—	—	Common Stock	5,224	D
Stock Options (Right to Buy)^F3	$6.09	Apr 28, 2017	D	4,574	D	—	—	Common Stock	4,574	D
Stock Options (Right to Buy)^F4	$6.09	Apr 28, 2017	D	13,724	D	—	—	Common Stock	13,724	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").
F2Pursuant to the Merger Agreement, at the Effective Time, each of these unvested 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, subject to conditions set forth in the Merger Agreement.
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.
F4Pursuant to the Merger Agreement, at the Effective Time, each of these unvested 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, subject to conditions set forth in the Merger Agreement.