SEC Form 4 · accession 0001179110-16-022317
HEALTH NET INC · HNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marie Montgomery
Officer — SVP, Corporate Controller
Period of report
Mar 24, 2016
Accepted (ET)
Mar 28, 2016 · 9:39 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 StockF1 | Mar 24, 2016 | A | 3,707 | $0.00 | A | 43,698 | D | |
| Common StockF2 | Mar 24, 2016 | D | 29,756 | — | D | 13,942 | D | |
| Common StockF3 | Mar 24, 2016 | D | 13,942 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents performance share units ("PSUs") granted to the Reporting Person on February 13, 2016, whose performance criteria were deemed satisfied and remained subject to time-based vesting conditions pursuant to that certain 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").
- F2Disposed of pursuant to the Merger Agreement 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") per share of the Company's common stock reported in this line item.
- F3Disposed of pursuant to the Merger Agreement. Represents unvested restricted stock units, including PSUs whose performance criteria were deemed satisfied pursuant to the Merger Agreement, that remained subject to time-based vesting conditions immediately prior to the consummation of the Merger. Such restricted stock units did not vest in connection with the Merger. The restricted stock units were automatically converted into Centene awards relating to a number of shares of Centene's common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of the Company's common stock reported in this line item, multiplied by (ii) the Rollover Award Exchange Ratio (as defined in the Merger Agreement), but otherwise remain outstanding subject to the same terms and conditions (including time-based vesting conditions) as applied to such restricted stock units immediately prior to the consummation of the Merger.