SEC Form 4 · accession 0001140361-16-071049

UNIVERSAL AMERICAN CORP. · UAM

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

Reporting owner

Richard C Perry

Director

Period of report

Jun 27, 2016

Accepted (ET)

Jun 28, 2016 · 4:51 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
Non-Voting Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	761,306	$6.80	D	0	I	By Perry Partners, L.P.
Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	2,705,369	$6.80	D	5,199	I	By Perry Partners, L.P.
Common Stock, par value $0.01 per share^F3,F1	Jun 27, 2016	J	5,199	$0.00	D	0	I	By Perry Partners, L.P.
Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	6,750	$6.80	D	9,650	I	By Perry Partners International Master, Inc.
Common Stock, par value $0.01 per share^F3,F1	Jun 27, 2016	J	9,650	$0.00	D	0	I	By Perry Partners International Master, Inc.
Non-Voting Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	81,745	$6.80	D	0	I	By Perry Private Opportunities Offshore Fund, L.P.
Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	89,799	$6.80	D	256	I	By Perry Private Opportunities Offshore Fund, L.P.
Common Stock, par value $0.01 per share^F3,F1	Jun 27, 2016	J	256	$0.00	D	0	I	By Perry Private Opportunities Offshore Fund, L.P.
Non-Voting Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	447,607	$6.80	D	0	I	By Perry Private Opportunities Fund, L.P.
Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	491,680	$6.80	D	1,409	I	By Perry Private Opportunities Fund, L.P.
Common Stock, par value $0.01 per share^F3,F1	Jun 27, 2016	J	1,409	$0.00	D	0	I	By Perry Private Opportunities Fund, L.P.
Non-Voting Common Stock par value $0.01 per share^F1	Jun 27, 2016	S	2,009,342	$6.80	D	0	I	By Perry Partners International, Inc.
Common Stock, par value $0.01 per share^F1	Jun 27, 2016	S	4,417,917	$6.80	D	0	I	By Perry Partners International, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F8,F1,F11,F4	$9.81	Jun 27, 2016	J	7,716	D	—	May 30, 2017	Common Stock, par value $0.01 per share	7,716	I
Stock Option (Right to Buy)^F8,F1,F11,F4	$9.81	Jun 27, 2016	J	14,322	D	—	May 30, 2017	Common Stock, par value $0.01 per share	14,322	I
Stock Option (Right to Buy)^F8,F1,F11,F4	$9.81	Jun 27, 2016	J	382	D	—	May 30, 2017	Common Stock, par value $0.01 per share	382	I
Stock Option (Right to Buy)^F8,F1,F11,F4	$9.81	Jun 27, 2016	J	2,091	D	—	May 30, 2017	Common Stock, par value $0.01 per share	2,091	I
Stock Option (Right to Buy)^F5,F1,F12,F6	$9.16	Jun 27, 2016	J	2,327	D	—	May 29, 2018	Common Stock, par value $0.01 per share	2,327	I
Stock Option (Right to Buy)^F9,F1,F12,F6	$9.16	Jun 27, 2016	J	6,980	D	—	May 29, 2018	Common Stock, par value $0.01 per share	6,980	I
Stock Option (Right to Buy)^F5,F1,F12,F6	$9.16	Jun 27, 2016	J	4,318	D	—	May 29, 2018	Common Stock, par value $0.01 per share	4,318	I
Stock Option (Right to Buy)^F9,F1,F12,F6	$9.16	Jun 27, 2016	J	12,957	D	—	May 29, 2018	Common Stock, par value $0.01 per share	12,957	I
Stock Option (Right to Buy)^F5,F1,F12,F6	$9.16	Jun 27, 2016	J	115	D	—	May 29, 2018	Common Stock, par value $0.01 per share	115	I
Stock Option (Right to Buy)^F9,F1,F12,F6	$9.16	Jun 27, 2016	J	346	D	—	May 29, 2018	Common Stock, par value $0.01 per share	346	I
Stock Option (Right to Buy)^F5,F1,F12,F6	$9.16	Jun 27, 2016	J	631	D	—	May 29, 2018	Common Stock, par value $0.01 per share	631	I
Stock Option (Right to Buy)^F9,F1,F12,F6	$9.16	Jun 27, 2016	J	1,891	D	—	May 29, 2018	Common Stock, par value $0.01 per share	1,891	I
Stock Option (Right to Buy)^F5,F1,F13,F7	$7.96	Jun 27, 2016	J	4,070	D	—	May 28, 2019	Common Stock, par value $0.01 per share	4,070	I
Stock Option (Right to Buy)^{F10,F1,F13,F7}	$7.96	Jun 27, 2016	J	4,070	D	—	May 28, 2019	Common Stock, par value $0.01 per share	4,070	I
Stock Option (Right to Buy)^F5,F1,F13,F7	$7.96	Jun 27, 2016	J	7,554	D	—	May 28, 2019	Common Stock, par value $0.01 per share	7,554	I
Stock Option (Right to Buy)^{F10,F1,F13,F7}	$7.96	Jun 27, 2016	J	7,555	D	—	May 28, 2019	Common Stock, par value $0.01 per share	7,555	I
Stock Option (Right to Buy)^F5,F1,F13,F7	$7.96	Jun 27, 2016	J	202	D	—	May 28, 2019	Common Stock, par value $0.01 per share	202	I
Stock Option (Right to Buy)^{F10,F1,F13,F7}	$7.96	Jun 27, 2016	J	202	D	—	May 28, 2019	Common Stock, par value $0.01 per share	202	I
Stock Option (Right to Buy)^F5,F1,F13,F7	$7.96	Jun 27, 2016	J	1,103	D	—	May 28, 2019	Common Stock, par value $0.01 per share	1,103	I
Stock Option (Right to Buy)^{F10,F1,F13,F7}	$7.96	Jun 27, 2016	J	1,103	D	—	May 28, 2019	Common Stock, par value $0.01 per share	1,103	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.
F10This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.25 for each such option as consideration for the cancellation.
F11The original exercise price of $9.81 was adjusted to account for stock dividends totaling $3.35.
F12The original exercise price of $9.16 was adjusted to account for stock dividends totaling $2.35.
F13The original exercise price of $7.96 was adjusted to account for stock dividends totaling $0.75.
F2Pursuant to that certain Stock Purchase Agreement, dated as of June 21, 2016, by and between the Perry Funds and the Issuer (the "Stock Purchase Agreement"), the Perry Funds agreed, subject to certain closing conditions, to sell each share of Non-Voting Common Stock, par value $0.01 per share, and Common Stock, par value $0.01 per share, for a purchase price equal to $6.80 per share. The closing of the transactions contemplated by the Stock Purchase Agreement occurred on June 27, 2016.
F3Each unvested share of restricted Common Stock was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration.
F4This option was exercisable in four equal installments beginning on May 30, 2013, 2014, 2015 and 2016.
F5This option was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration.
F6This option was exercisable in four equal installments beginning on May 29, 2014, 2015, 2016 and 2017.
F7This option was exercisable in four equal installments beginning on May 28, 2015, 2016, 2017 and 2018.
F8This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $1.00 for each such option as consideration for the cancellation.
F9This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.65 for each such option as consideration for the cancellation.