SEC Form 4 · accession 0001140361-16-063061
UNIVERSAL AMERICAN CORP. · UAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard C Perry
Director
Period of report
May 2, 2016
Accepted (ET)
May 3, 2016 · 4:18 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, par value $0.01 per shareF1 | May 2, 2016 | M | 11,579 | $0.00 | A | 2,720,119 | I | By Perry Partners, L.P. |
| Common Stock, par value $0.01 per shareF2,F1 | May 2, 2016 | F | 9,551 | $0.00 | D | 2,710,568 | I | By Perry Partners, L.P. |
| Common Stock, par value $0.01 per shareF1 | May 2, 2016 | M | 18,934 | $0.00 | A | 4,433,535 | I | By Perry Partners International, Inc. |
| Common Stock, par value $0.01 per shareF2,F1 | May 2, 2016 | F | 15,618 | $0.00 | D | 4,417,917 | I | By Perry Partners International, Inc. |
| Common Stock, par value $0.01 per shareF1 | May 2, 2016 | M | 384 | $0.00 | A | 90,372 | I | By Perry Private Opportunities Offshore Fund, L.P. |
| Common Stock, par value $0.01 per shareF2,F1 | May 2, 2016 | F | 317 | $0.00 | D | 90,055 | I | By Perry Private Opportunities Offshore Fund, L.P. |
| Common Stock, par value $0.01 per shareF1 | May 2, 2016 | M | 2,103 | $0.00 | A | 494,824 | I | By Perry Private Opportunities Fund, L.P. |
| Common Stock, par value $0.01 per shareF2,F1 | May 2, 2016 | F | 1,735 | $0.00 | D | 493,089 | I | By Perry Private Opportunities Fund, L.P. |
| Common Stock, par value $0.01 per shareF1 | holding | — | — | — | 16,400 | I | By Perry Partners International Master, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F4 | $5.98 | May 2, 2016 | M | 11,579 | D | — | May 2, 2016 | Common Stock, par value $0.01 per share | 11,579 | 0 | I |
| Stock Option (Right to Buy)F3,F4 | $5.98 | May 2, 2016 | M | 18,934 | D | — | May 2, 2016 | Common Stock, par value $0.01 per share | 18,934 | 0 | I |
| Stock Option (Right to Buy)F3,F4 | $5.98 | May 2, 2016 | M | 384 | D | — | May 2, 2016 | Common Stock, par value $0.01 per share | 384 | 0 | I |
| Stock Option (Right to Buy)F3,F4 | $5.98 | May 2, 2016 | M | 2,103 | D | — | May 2, 2016 | Common Stock, par value $0.01 per share | 2,103 | 0 | I |
Explanation of responses
- F1The direct or indirect general partner and/or investment manager of Perry Partners, L.P., Perry Partners International, Inc., Perry Partners International Master , Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P. (collectively, the "Perry Funds") is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by the Perry Funds. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.
- F2Reflects the Reporting Person's payment of the exercise price by delivering or withholding shares of the Issuer's common stock to the Issuer in connection with the exercise of a stock option issued in accordance with Rule 16b-3. The transactions contemplated by this filing are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rules 16b-3(e) and 16b-6(b).
- F3The original exercise price of $9.33 was adjusted to account for stock dividends totaling $3.35.
- F4The stock options are fully vested and immediately exercisable.