SEC Form 4 · accession 0001179110-16-022323

HEALTH NET INC · HNT

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

Reporting owner

Jay M Gellert

Officer — President, CEO · Director

Period of report

Mar 24, 2016

Accepted (ET)

Mar 28, 2016 · 9:44 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
Common Stock^F1	Mar 24, 2016	A	45,214	$0.00	A	1,253,923	D
Common Stock^F2	Mar 24, 2016	D	1,053,171	—	D	200,752	D
Common Stock^F3	Mar 24, 2016	D	200,752	—	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)^F5,F4	$45.64	Mar 24, 2016	D	250,000	D	—	Apr 11, 2016	Common Stock	250,000	D
Stock Option (Right to Buy)^F5,F4	$23.03	Mar 24, 2016	D	249,750	D	—	Feb 22, 2017	Common Stock	249,750	D
Stock Option (Right to Buy)^F5,F4	$30.73	Mar 24, 2016	D	180,000	D	—	Feb 18, 2018	Common Stock	180,000	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.