X0203 3 2009-03-31 0 0000709878 UNIVERSAL AMERICAN CORP. UAM 0000925183 PERRY RICHARD C C/O PERRY CAPITAL, LLC 767 FIFTH AVENUE, 19TH FLOOR NEW YORK, NEW YORK 10153 1 0 0 0 Common Stock, par value $0.01 per share 2537663 I By Perry Partners, L.P. Common Stock, par value $0.01 per share 3942537 I By Perry Partners International, Inc. Common Stock, par value $0.01 per share 372300 I By Perry Private Opportunities Fund, L.P. Common Stock, par value $0.01 per share 68000 I By Perry Private Opportunities Offshore Fund, L.P. Series A Preferred Stock, par value $1.00 per share 0 Common Stock/Series B Preferred Stock 0 I By Perry Partners, L.P. Series A Preferred Stock, par value $1.00 per share 0 Common Stock/Series B Preferred Stock 0 I By Perry Partners International, Inc. Series A Preferred Stock, par value $1.00 per share 0 Common Stock/Series B Preferred Stock 0 I By Perry Private Opportunities Fund, L.P. Series A Preferred Stock, par value $1.00 per share 0 Common Stock/Series B Preferred Stock 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 21.99 2012-09-21 Common Stock, par value $.01 per share 3157 I By Perry Partners, L.P. Stock Option (Right to Buy) 21.99 2012-09-21 Common Stock, par value $.01 per share 5844 I By Perry Partners International, Inc. Stock Option (Right to Buy) 21.99 2012-09-21 Common Stock, par value $.01 per share 845 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 21.99 2012-09-21 Common Stock, par value $.01 per share 154 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 9.93 2013-07-24 Common Stock, par value $.01 per share 3182 I By Perry Partners, L.P. Stock Option (Right to Buy) 9.93 2013-07-24 Common Stock, par value $.01 per share 5846 I By Perry Partners International, Inc. Stock Option (Right to Buy) 9.93 2013-07-24 Common Stock, par value $.01 per share 822 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 9.93 2013-07-24 Common Stock, par value $.01 per share 150 I By Perry Private Opportunities Offshore Fund, L.P. The general partner and/or investment advisor of Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Fund, L.P. and Perry Private Opportunities Offshore Fund, L.P. (collectively, the "Perry Funds") is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by the Perry Funds. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of shares held by the Perry Funds, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose. Each share of Series A Preferred Stock is a non-voting security and is not convertible into shares of Common Stock while owned by the Perry Funds, or certain other initial holders of such Series A Preferred Stock (the Perry Funds and such other initial holders, the "Initial Holders") or any affiliate of an Initial Holder. However, (A) upon transfer of a share of Series A Preferred Stock to a holder other than an Initial Holder or an affiliate of an Initial Holder, such share of Series A Preferred Stock will automatically convert into 100 shares of Common Stock (subject to customary anti-dilution adjustments), and (B) subject to the satisfaction of various conditions, an Initial Holder of shares of Series A Preferred Stock is entitled to exchange such shares of Series A Preferred Stock for a corresponding number of shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible, at the option of the holder thereof or, subject to certain conditions, by the Issuer, into 100 shares of Common Stock (subject to customary anti-dilution adjustments) and entitles the holder thereof to a number of votes (on all matters on which holders of Common Stock may vote) equal to the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible. Perry Partners, L.P. holds 9,574 shares of Series A Preferred Stock. Perry Partners International, Inc. holds 25,269 shares of Series A Preferred Stock. Perry Private Opportunities Fund, L.P. holds 5,629 shares of Series A Preferred Stock. Private Opportunities Offshore Fund, L.P. holds 1,028 shares of Series A Preferred Stock. The options become exercisable in three equal annual installments on September 21, 2008, 2009, and 2010. The options become exercisable in three equal annual installments on July 24, 2009, 2010 and 2011. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. /s/ Richard C. Perry 2009-04-02