SEC Form 4 · accession 0001209191-18-017666
MAGELLAN HEALTH INC · MGLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry M Smith
Officer — Chief Executive Officer · Director
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 3:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000019411
Table I — non-derivative securities
No Table I lines on this filing.
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)F2,F1 | $99.45 | Mar 5, 2018 | A | 138,700 | A | — | Mar 5, 2028 | Common Stock | 138,700 | 138,700 | D |
| Performance-Based Restricted Stock UnitsF2,F3,F4 | $0.00 | Mar 5, 2018 | A | 36,014 | A | Mar 5, 2021 | — | Common Stock | 36,014 | 36,014 | D |
Explanation of responses
- F1Options vest and become exercisable in one third increments on March 5th of each of 2019, 2020 and 2021.
- F2Not applicable.
- F3On the third anniversary of the grant date, Performance-Based Restricted Stock Units ("PSUs") vest based on achievement of total shareholder return ("TSR") performance over a three-year period beginning in 2018 and ending with 2021. Payout for vested PSUs ranges from 0% to 200% of the indicated number of shares, based on the Company's TSR percentile ranking compared to the TSR of the companies included in the selected market index. TSR is measured generally as the increase or decrease in the market value of the Company common stock with a deemed reinvestment of any dividends. If a participant terminates employment prior to the third anniversary of the grant date, the PSUs generally will be forfeited. PSUs have no voting rights and are generally non-transferable. The indicated number of PSUs assumes 100% vesting, and the actual number of shares issued in settlement of the PSUs may be greater or less than the indicated number.
- F4(Continuation of Footnote 3) - Since the payout for PSUs can range from 0% to 200%, the maximum number of shares that could vest and be issued could be double the indicated number.