SEC Form 4 · accession 0001179110-16-022321
HEALTH NET INC · HNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Woys
Officer — EVP, CFO and COO
Period of report
Mar 24, 2016
Accepted (ET)
Mar 28, 2016 · 9:42 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,F6 | Mar 24, 2016 | A | 13,392 | $0.00 | A | 366,619 | D | |
| Common StockF2 | Mar 24, 2016 | D | 289,963 | — | D | 76,656 | D | |
| Common StockF3 | Mar 24, 2016 | D | 76,656 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5,F4 | $45.64 | Mar 24, 2016 | D | 50,000 | D | — | Apr 11, 2016 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $23.03 | Mar 24, 2016 | D | 133,200 | D | — | Feb 22, 2017 | Common Stock | 133,200 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $30.73 | Mar 24, 2016 | D | 90,000 | D | — | Feb 18, 2018 | Common Stock | 90,000 | 0 | D |
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.
- F4Each stock option was vested and presently exercisable immediately prior to the Merger.
- F5As 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 (less any applicable withholding taxes) 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.
- F6Includes shares which the Reporting Person holds in joint tenancy with his spouse. Includes 5,450 shares in which the Reporting Person has a beneficial interest under the profit-sharing component of the Issuer's 401(k) Savings Plan.