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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CAPITAL Z PARTNERS LTD (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CAREMARK ULYSSES HOLDING CORP. [ UAM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/29/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/29/2011		J		13,896,417	D	(2)	0	I	See Footnote(3)
Common Stock(1)	04/29/2011		J		73,819	D	(2)	0	I	See Footnote(4)
Common Stock(1)	04/29/2011		J		6,189,500	D	(2)	0	I	See Footnote(5)
Common Stock(1)	04/29/2011		J		20,200	D	(2)	0	D(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(7)	04/29/2011		J			605	(7)	(9)	Common Stock	60,500	(7)	0	I	See Footnote(5)
Stock Option (Right to Buy)	$3.75	04/29/2011		J			9,000	(8)	05/25/2011	Common Stock	9,000	$3.75	0	D(6)
Stock Option (Right to Buy)	$5.26	04/29/2011		J			9,000	(8)	05/29/2012	Common Stock	9,000	$5.26	0	D(6)
Stock Option (Right to Buy)	$4.23	04/29/2011		J			9,000	(8)	06/03/2013	Common Stock	9,000	$4.23	0	D(6)
Stock Option (Right to Buy)	$8.65	04/29/2011		J			9,000	(8)	05/27/2014	Common Stock	9,000	$8.65	0	D(6)
Stock Option (Right to Buy)	$16.78	04/29/2011		J			9,000	(8)	05/27/2015	Common Stock	9,000	$16.78	0	D(6)
Stock Option (Right to Buy)	$11.75	04/29/2011		J			10,000	(8)	05/25/2011	Common Stock	10,000	$11.75	0	D(6)
Stock Option (Right to Buy)	$18.53	04/29/2011		J			20,000	(8)	08/22/2012	Common Stock	20,000	$18.53	0	D(6)
Stock Option (Right to Buy)	$9.42	04/29/2011		J			20,000	(8)	06/03/2013	Common Stock	20,000	$9.42	0	D(6)
Stock Option (Right to Buy)	$7	04/29/2011		J			25,200	(8)	06/04/2014	Common Stock	25,200	$7	0	D(6)
Stock Option (Right to Buy)	$12.83	04/29/2011		J			25,200	(8)	06/02/2015	Common Stock	25,200	$12.83	0	D(6)

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LTD (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LP (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) 10% Owner

1. Name and Address of Reporting Person* CAPITAL Z FINANCIAL SERVICES FUND II LP (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Capital Z Management, LLC (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

1. Name and Address of Reporting Person* Capital Z Partners III GP, L.P. (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

1. Name and Address of Reporting Person* Capital Z Partners III GP, Ltd. (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

1. Name and Address of Reporting Person* Capital Z Partners Management, LLC (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

1. Name and Address of Reporting Person* Capital Z Partners III, L.P. (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

1. Name and Address of Reporting Person* Capital Z Partners III Universal, L.P. (Last) (First) (Middle) 142 WEST 57TH STREET 3RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Notes (1) in Ex.99.1

Explanation of Responses:

1. (1) Includes common stock, restricted shares (if any) and performance shares (if any), in each case that were exchangeable in the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated December 30, 2010, by and between the issuer, CVS Caremark Corporation and Ulysses Merger Sub, L.L.C. (as amended, the "Merger Agreement") for (a) $14.00 in cash and (b) one share of common stock, par value $0.01 per share (the "Merger Consideration"), of Universal American Spin Corp. (subsequently renamed Universal American Corp. ) (the "New UAM Common Stock"). New UAM Common Stock closed at $9.33 per share on the first full trading day after the closing date of the Merger.

2. Disposed of pursuant to the Merger Agreement in exchange for (a) $14.00 in cash and (b) one share of New UAM Common Stock, for each share owned.

3. Directly owned by Cap Z Financial Services Fund II, L.P.

4. Directly owned by Cap Z Financial Services Private Fund II, L.P.

5. Directly owned by Capital Z Partners III Universal, LP.

6. Directly owned by Capital Z Management, LLC.

7. Each share of Series A Preferred Stock was entitled to the Merger Consideration on an as converted basis at a conversion rate of 100 common shares for each share of Series A Preferred Stock.

8. Stock options canceled in the Merger in exchange for an amount equal to $23.34 (the issuer's closing stock price on April 28, 2011, the last full trading day immediately prior to the closing date of the Merger) less the applicable exercise price of stock options (such amount being referred to as the "Option Payment"). The Option Payment is payable 50% in cash and 50% by delivery of shares of New UAM Common Stock.

9. Not applicable.

Remarks:

See Exhibit 99.1 Joint Filer Information. Capital Z Partners III GP, Ltd., Capital Z Partners III GP, L.P., Capital Z Partners III, LP and Capital Z Partners III Universal, LP may be deemed to be part of a "group" along with Capital Z Partners, Ltd., Capital Z Financial Services Fund II L.P., Capital Z Financial Services Private Fund II, L.P., and Capital Z Management, LLC (within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended and incorporated by reference in Rule 16a-1 of the Exchange Act) but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.

	/s/ Capital Z Partners, Ltd., by Craig Fisher as Authorized Signatory	05/05/2011
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.