SEC Form 4 · accession 0001179110-16-022306

HEALTH NET INC · HNT

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

Reporting owner

Theodore F Craver Jr.

Director

Period of report

Mar 24, 2016

Accepted (ET)

Mar 28, 2016 · 9:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000916085

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 24, 2016	D	30,037	—	D	0	D

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)^F3,F2	$15.30	Mar 24, 2016	D	22,100	D	—	May 22, 2016	Common Stock	22,100	D
Stock Option (Right to Buy)^F3,F2	$28.08	Mar 24, 2016	D	11,600	D	—	May 9, 2018	Common Stock	11,600	D
Stock Option (Right to Buy)^F3,F2	$55.72	Mar 24, 2016	D	7,500	D	—	May 2, 2017	Common Stock	7,500	D
Stock Option (Right to Buy)^F3,F2	$39.10	Mar 24, 2016	D	7,500	D	—	May 12, 2016	Common Stock	7,500	D
Stock Option (Right to Buy)^F3,F2	$23.51	Mar 24, 2016	D	12,859	D	—	May 13, 2017	Common Stock	12,859	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015 (the "Merger Agreement"), by and among Health Net, Inc., a Delaware corporation (the "Company"), Centene Corporation, a Delaware corporation ("Centene"), Chopin Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene ("Merger Sub I"), and Chopin Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene, pursuant to which, among other things, Merger Sub I merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Centene (the "Merger"). Each such share of common stock of the Company and each restricted stock unit that vested in connection with the Merger was cancelled in the Merger and automatically converted into the right to receive $28.25 in cash, without interest (the "Cash Consideration"), and 0.622 of a share of common stock of Centene (the "Share Consideration").
F2Each stock option was vested and presently exercisable immediately prior to the Merger.
F3As a result of the Merger, each stock option was automatically converted into the right to receive (i) an amount of cash equal to the product of the number of shares of the Company's common stock subject to such stock option and the Cash Consideration and (ii) a number of shares of Centene's common stock equal to (x) the product of the number of shares of the Company's common stock subject to such stock option and the Share Consideration, less (y) a number of shares of Centene's common stock with a Parent Stock Value (as defined in the Merger Agreement) equal to the aggregate exercise price of such stock option.