SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Etheridge Matthew

(Last) (First) (Middle)
C/O UNIVERSAL AMERICAN CORP.
6 INTERNATIONAL DRIVE, SUITE 190

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2011
3. Issuer Name and Ticker or Trading Symbol
UNIVERSAL AMERICAN CORP. [ UAM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 31,959 D
Series A Preferred Stock(2) 108,410 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Issued pursuant to the merger, effective as of April 29, 2011, contemplated by the Agreement and Plan of Merger, dated December 30, 2010, by and between Universal American Corp. (subsequently renamed Caremark Ulysses Holding Corp.) CVS Caremark Corporation and Ulysses Merger Sub, L.L.C.
2. The Series A Preferred Stock has a liquidation preference of $25 per share, pays cash dividends at 8.5% per annum and is mandatorily redeemable on the six year anniversary of the issue date (April 29, 2011).
/s/ Tony L. Wolk (POA) 05/04/2011
** 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 5 (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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