SEC Form 4 · accession 0001209191-19-017370

MAGELLAN HEALTH INC · MGLN

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

Reporting owner

Officer — CEO, Magellan Rx Management

Period of report

Mar 5, 2019

Accepted (ET)

Mar 6, 2019 · 4:36 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.

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	$66.57	Mar 5, 2019	A	40,808	A	—	Mar 5, 2029	Common Stock	40,808	40,808	D
Performance-Based Restricted Stock Units^F2,F3,F4	$0.00	Mar 5, 2019	A	10,679	A	Mar 5, 2022	—	Common Stock	10,679	10,679	D

F1Options vest and become exercisable in one third increments on March 5th of each of 2020, 2021 and 2022.
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 2019 and ending with 2022. 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.