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^*

Hagerman Philip R

(Last)

(First)

(Middle)

4100 S. SAGINAW ST.

(Street)

FLINT

48507

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Diplomat Pharmacy, Inc. [ DPLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2020

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	02/10/2020		U⁽¹⁾		1,280,099	D	$4	0	I	Philip R. Hagerman Revocable Trust⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		3,391,609	D	$4	0	I	2007 Hagerman Family GST⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		3,600,091	D	$4	0	I	The JH GST Trust⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		1,475,876	D	$4	0	I	2013 Irrev. Exempt Trust for Daughter⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		1,475,876	D	$4	0	I	2013 Irrev. Exempt Trust for Son⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		1,075,293	D	$4	0	I	2013 Irrev. Exempt Trust for Daughter⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		1,311,292	D	$4	0	I	2013 Irrev. Exempt Trust for Daughter⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		313,337	D	$4	0	I	2014 Irrev. Exempt Trust for Son⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		313,337	D	$4	0	I	2014 Irrev. Exempt Trust for Daughter⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		313,337	D	$4	0	I	2014 Irrev. Exempt Trust for Daughter⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		313,337	D	$4	0	I	2014 Irrev. Exempt Trust for Daughter⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		367,528	D	$4	0	I	Jocelyn Hagerman Living Trust⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		263,500	D	$4	0	I	JH Marital Trust⁽³⁾
Common Stock	02/10/2020		U⁽¹⁾		272,000	D	$4	0	I	PH Marital Trust⁽⁴⁾
Common Stock	02/10/2020		U⁽¹⁾		394,910	D	$4	0	I	Irrevocable Trust for Son
Common Stock	02/10/2020		U⁽¹⁾		394,910	D	$4	0	I	Irrevocable Trust for Daughter
Common Stock	02/10/2020		U⁽¹⁾		367,256	D	$4	0	I	Irrevocable Non-Exempt Trust for Son
Common Stock	02/10/2020		U⁽¹⁾		367,256	D	$4	0	I	Irrevocable Non-Exempt Trust for Daughter
Common Stock	02/10/2020		U⁽¹⁾		2,612	D	$4	33,259	D
Common Stock	02/10/2020		D⁽²⁾		33,259	D	$4	0	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)

Explanation of Responses:

1. Represents shares tendered to the Denali Merger Sub, Inc. ("Purchaser") in connection with the closing on February 10, 2020 of a cash tender offer by Purchaser to acquire common stock of Issuer in exchange for $4.00 per share in cash, subject to any required withholding of taxes, without interest.

2. Pursuant to an Agreement and Plan of Merger, dated December 9, 2019 (the "Merger Agreement"), by and among UnitedHealth Group Incorporated, a Delaware corporation ("Parent"), Purchaser, a Michigan corporation and a wholly owned subsidiary of Parent and Diplomat Pharmacy, Inc., a Michigan corporation (the "Issuer"), each outstanding restricted stock award held by reporting person was disposed of pursuant to the closing on February 10, 2020 of the merger of Purchaser with and into the Issuer.

3. These shares are indirectly owned by Mr. Hagerman as the trustee of the Philip R. Hagerman Revocable Trust, The JH GST Trust, the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for two daughters, and the JH Marital Trust.

4. Jocelyn Hagerman is Mr. Hagerman's wife. These shares are indirectly owned by her, with Mr. Hagerman acting as the trustee of the 2007 Hagerman Family GST Trust, the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for a son and daughter, and the Jocelyn Hagerman Living Trust. Mrs. Hagerman is the co-trustee with Mr. Hagerman of the PH Marital Trust.

	/s/ Christina Flint, by Power of Attorney	02/10/2020
	** 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).
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