SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Munson Kelly A

(Last)

(First)

(Middle)

C/O WELLCARE HEALTH PLANS, INC.

8735 HENDERSON ROAD

(Street)

TAMPA

33634

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLCARE HEALTH PLANS, INC. [ WCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Medicaid

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2018		A⁽¹⁾		3,761	A	$0	7,539	D
Common Stock	03/01/2018		F		929⁽²⁾	D	$193.51	6,610	D
Common Stock	03/01/2018		M⁽³⁾		433	A	$0	7,043	D
Common Stock	03/01/2018		F		171⁽⁴⁾	D	$193.51	6,872	D
Common Stock	03/01/2018		M⁽⁵⁾		490	D	$0	7,362	D
Common Stock	03/01/2018		F		193⁽⁶⁾	D	$193.51	7,169	D
Common Stock	03/01/2018		M⁽⁷⁾		402	A	$0	7,571	D
Common Stock	03/01/2018		F		159⁽⁸⁾	D	$193.51	7,412	D
Common Stock	03/01/2018		M⁽⁹⁾		1,840	A	$0	9,252	D
Common Stock	03/01/2018		F		514⁽¹⁰⁾	D	$193.51	8,738	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹¹⁾	03/01/2018		M			433	⁽¹²⁾	⁽¹²⁾	Common Stock	433	$0	0	D
Restricted Stock Units	⁽¹¹⁾	03/01/2018		M			490	⁽¹³⁾	⁽¹³⁾	Common Stock	490	$0	490	D
Restricted Stock Units	⁽¹¹⁾	03/01/2018		M			402	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock⁽¹⁴⁾	402	$0	806	D
Market Stock Units	⁽¹⁵⁾	03/01/2018		M			1,840	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	1,840	$0	0	D

Explanation of Responses:

1. Settlement of performance stock units that were granted on April 6, 2015 and vested on March 1, 2018 based upon the achievement of performance goals for the three-year performance period ending December 31, 2017.

2. Forfeiture of shares to satisfy tax obligations related to performance stock units that were granted to the Reporting Person on April 6, 2015 and vested on March 1, 2018.

3. Vesting of restricted stock units granted to the Reporting Person on April 6, 2015.

4. Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on April 6, 2015 and vested on March 1, 2018.

5. Vesting of restricted stock units granted to the Reporting Person on March 28, 2016.

6. Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on March 28, 2016 and vested on March 1, 2018.

7. Vesting of restricted stock units granted to the Reporting Person on March 22, 2017.

8. Forfeiture of shares to satisfy tax obligations related to restricted stock units that were granted to the Reporting Person on March 22, 2017 and vested on March 1, 2018.

9. Settlement of market stock units that were granted on April 6, 2015 and vested on March 1, 2018.

10. Forfeiture of shares to satisfy tax obligations related to market stock units that were granted to the Reporting Person on April 6, 2015 and vested on March 1, 2018.

11. Each restricted stock unit represents a contingent right to receive one share of WCG common stock.

12. The award of restricted stock units vests in approximately equal increments on March 1, 2016, March 1, 2017 and March 1, 2018. Vested shares will be delivered to the Reporting Person upon vest.

13. The award of restricted stock units vests in approximately equal increments on March 1, 2017, March 1, 2018 and March 1, 2019. Vested shares will be delivered to the Reporting Person upon vest.

14. The award of restricted stock units vests in approximately equal increments on March 1, 2018, March 1, 2019 and March 1, 2020. Vested shares will be delivered to the Reporting Person upon vest.

15. Each market stock unit represents a contingent right to receive up to two shares of WCG common stock based on the average closing price for the last thirty trading days in 2017 compared to the last thirty trading days in 2014.

16. The market stock units vested on March 1, 2018. Vested shares will be delivered to the Reporting Person upon vest.

	/s/ Michael Haber, Attorney-in-fact	03/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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