SEC FORM 3

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^*

PERRY RICHARD C

(Last)

(First)

(Middle)

C/O PERRY CAPITAL, LLC

767 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK, NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2009

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, par value $0.01 per share	2,537,663	I	By Perry Partners, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	3,942,537	I	By Perry Partners International, Inc.⁽¹⁾
Common Stock, par value $0.01 per share	372,300	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	68,000	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock, par value $1.00 per share	⁽²⁾	⁽²⁾	Common Stock/Series B Preferred Stock⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	$0⁽²⁾⁽³⁾	I	By Perry Partners, L.P.⁽¹⁾⁽⁴⁾
Series A Preferred Stock, par value $1.00 per share	⁽²⁾	⁽²⁾	Common Stock/Series B Preferred Stock⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	$0⁽²⁾⁽³⁾	I	By Perry Partners International, Inc.⁽¹⁾⁽⁵⁾
Series A Preferred Stock, par value $1.00 per share	⁽²⁾	⁽²⁾	Common Stock/Series B Preferred Stock⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	$0⁽²⁾⁽³⁾	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾⁽⁶⁾
Series A Preferred Stock, par value $1.00 per share	⁽²⁾	⁽²⁾	Common Stock/Series B Preferred Stock⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	$0⁽²⁾⁽³⁾	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾⁽⁷⁾
Stock Option (Right to Buy)	⁽⁸⁾	09/21/2012	Common Stock, par value $.01 per share	3,157	$21.99	I	By Perry Partners, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁸⁾	09/21/2012	Common Stock, par value $.01 per share	5,844	$21.99	I	By Perry Partners International, Inc.⁽¹⁾
Stock Option (Right to Buy)	⁽⁸⁾	09/21/2012	Common Stock, par value $.01 per share	845	$21.99	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁸⁾	09/21/2012	Common Stock, par value $.01 per share	154	$21.99	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁹⁾	07/24/2013	Common Stock, par value $.01 per share	3,182	$9.93	I	By Perry Partners, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁹⁾	07/24/2013	Common Stock, par value $.01 per share	5,846	$9.93	I	By Perry Partners International, Inc.⁽¹⁾
Stock Option (Right to Buy)	⁽⁹⁾	07/24/2013	Common Stock, par value $.01 per share	822	$9.93	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁹⁾	07/24/2013	Common Stock, par value $.01 per share	150	$9.93	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Perry Partners, L.P. holds 9,574 shares of Series A Preferred Stock.

5. Perry Partners International, Inc. holds 25,269 shares of Series A Preferred Stock.

6. Perry Private Opportunities Fund, L.P. holds 5,629 shares of Series A Preferred Stock.

7. Private Opportunities Offshore Fund, L.P. holds 1,028 shares of Series A Preferred Stock.

8. The options become exercisable in three equal annual installments on September 21, 2008, 2009, and 2010.

9. The options become exercisable in three equal annual installments on July 24, 2009, 2010 and 2011.

Remarks:

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	04/02/2009
	** 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).
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