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