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^*

WEST JEFFREY N

(Last)

(First)

(Middle)

14100 MAGELLAN PLAZA

(Street)

MARYLAND HEIGHTS

63043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH INC [ MGLN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2020

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)
Ordinary Common Stock, $0.01 par value	03/03/2020		M⁽¹⁾		854	A	$0.00⁽²⁾	21,029	D
Ordinary Common Stock, $0.01 par value	03/03/2020		F⁽³⁾		298	D	$56.03⁽⁴⁾	20,731	D
Ordinary Common Stock, $0.01 par value	03/03/2020		M⁽⁵⁾		990	A	$0.00	21,721	D
Ordinary Common Stock, $0.01 par value	03/03/2020		F⁽³⁾		320	D	$56.03⁽⁴⁾	21,401	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	$0.00⁽²⁾	03/03/2020		M⁽¹⁾			854	03/03/2020	⁽²⁾	Common Stock	854	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽²⁾	03/03/2020		M⁽⁵⁾			990	03/03/2020	⁽²⁾	Common Stock	990	$0.00⁽²⁾	0	D

Explanation of Responses:

1. This transaction was effectuated by the vesting of the Performance Stock Units granted on March 3, 2017. The number of shares that vested was based upon the achievement of total shareholder return relative to the S&P Health Care Services Industry Index over a 3 year period beginning in 2017 and ending in 2019.

2. Not applicable.

3. Represents the portion of shares withheld by the Company in order to pay taxes.

4. Closing price on NASDAQ on March 3, 2020.

5. This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on March 3, 2017. Each Restricted Stock Unit represents a contingent right to receive one share of Magellan common stock.

Remarks:

	/s/ Jeffrey N. West	03/05/2020
	** 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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