0001209191-15-062254.txt : 20150723
0001209191-15-062254.hdr.sgml : 20150723
20150723180441
ACCESSION NUMBER: 0001209191-15-062254
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150723
FILED AS OF DATE: 20150723
DATE AS OF CHANGE: 20150723
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Catamaran Corp
CENTRAL INDEX KEY: 0001363851
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 980167449
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1600 MCCONNOR PARKWAY
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173-6801
BUSINESS PHONE: 800-282-3232
MAIL ADDRESS:
STREET 1: 1600 MCCONNOR PARKWAY
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173-6801
FORMER COMPANY:
FORMER CONFORMED NAME: SXC Health Solutions Corp.
DATE OF NAME CHANGE: 20090506
FORMER COMPANY:
FORMER CONFORMED NAME: SXC Health Solutions Inc.
DATE OF NAME CHANGE: 20090324
FORMER COMPANY:
FORMER CONFORMED NAME: SXC Health Solutions Corp.
DATE OF NAME CHANGE: 20070712
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Berman Clifford E
CENTRAL INDEX KEY: 0001436676
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52073
FILM NUMBER: 151003096
MAIL ADDRESS:
STREET 1: 2441 WARRENVILLE ROAD
STREET 2: SUITE 610
CITY: LISLE
STATE: IL
ZIP: 60532
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-07-23
1
0001363851
Catamaran Corp
CTRX
0001436676
Berman Clifford E
1600 MCCONNOR PARKWAY
SCHAUMBURG
IL
60173
0
1
0
1
SVP, General Counsel
Corporate Secretary
Common share
2015-07-23
4
D
0
25733
61.50
D
0
D
Stock option (nonqualified)
25.115
2015-07-23
4
D
0
2626
D
2018-03-09
Common share
2626
0
D
Stock option (nonqualified)
35.25
2015-07-23
4
D
0
6000
D
2019-03-06
Common share
6000
0
D
Restricted stock unit
0.00
2015-07-23
4
D
0
1000
D
Common share
1000
0
D
Stock option (nonqualified)
56.25
2015-07-23
4
D
0
6950
D
2020-03-06
Common share
6950
0
D
Restricted stock unit
0.00
2015-07-23
4
D
0
6950
D
Common share
6950
0
D
Restricted stock unit
0.00
2015-07-23
4
D
0
13581
D
Common share
13581
0
D
Stock option (nonqualified)
44.70
2015-07-23
4
D
0
8316
D
2021-03-05
Common share
8316
0
D
Restricted stock unit
0.00
2015-07-23
4
D
0
18454
D
Common share
18454
0
D
Stock option (nonqualified)
49.65
2015-07-23
4
D
0
12583
D
2022-03-04
Common share
12583
0
D
Disposed of pursuant to the terms of the arrangement agreement, dated March 29, 2015, among issuer, UnitedHealth Group Incorporated and 1031387 B.C. Unlimited Liability Company in exchange for a cash payment of $61.50 per share (the "arrangement consideration").
These stock options vested in full upon consummation of the arrangement and, upon vesting, were converted into the right to receive an amount in cash equal to the product of (i) the number of common shares subject to such stock option multiplied by (ii) the excess, if any, of (A) the arrangement consideration over (B) the exercise price per common share of such stock option (less any withholding taxes).
Pursuant to the terms of the arrangement agreement, these restricted stock units vested in full upon consummation of the arrangement (with performance-based restricted stock units vesting at 200% of the target level applicable to such performance-based restricted stock unit) and, upon vesting, were converted into the right to receive the arrangement consideration (less any withholding taxes) for each common share subject to such restricted stock unit.
Pursuant to the terms of the arrangement agreement, these restricted stock units were converted into restricted stock units in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the restricted stock units immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion (except that the performance level for the performance-based restricted stock units granted in 2014 was deemed achieved at 166.67% of the target level and the performance level of the performance-based restricted stock units granted in 2015 was deemed achieved at 133.33% of the target level).
Pursuant to the terms of the arrangement agreement, these stock options were converted into an option to purchase equity in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the stock options immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion.
Clifford Berman, BY: Jennifer Guico, his attorney-in-fact
2015-07-23