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^*

MURRAY JAMES E

(Last)

(First)

(Middle)

4801 EAST WASHINGTON STREET

(Street)

PHOENIX

85034

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2022

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	01/02/2022		M⁽¹⁾		3,262	A	⁽²⁾	14,074	D
Ordinary Common Stock, $0.01 par value	01/02/2022		F⁽³⁾		871	D	$94.99⁽⁴⁾	13,203	D
Ordinary Common Stock, $0.01 par value	01/04/2022		D⁽⁵⁾		13,203	D	⁽⁵⁾	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)
Restricted Stock Units	$0.00⁽²⁾	01/02/2022		M⁽¹⁾			3,262	01/02/2021⁽⁶⁾	⁽²⁾	Common Stock	3,262	⁽²⁾	3,262	D
Stock Options	$76.64	01/04/2022		D			25,346	⁽⁷⁾	01/02/2030	Common Stock	25,346	⁽⁷⁾	0	D
Restricted Stock Units	$0.00⁽²⁾	01/04/2022		D			3,262	⁽⁸⁾	⁽²⁾	Common Stock	3,262	⁽⁸⁾	0	D
Restricted Stock Units	$0.00⁽²⁾	01/04/2022		D			14,566	⁽⁹⁾	⁽²⁾	Common Stock	14,566	⁽⁹⁾	0	D
Restricted Stock Units	$0.00⁽²⁾	01/04/2022		D			28,271	⁽¹⁰⁾	⁽²⁾	Common Stock	28,271	⁽¹⁰⁾	0	D
Performance-Based Restricted Stock Units	$0.00⁽²⁾	01/04/2022		D			14,006	⁽¹¹⁾	⁽²⁾	Common Stock	14,006	⁽¹¹⁾	0	D
Performance-Based Restricted Stock Units	$0.00⁽²⁾	01/04/2022		D			18,206	⁽¹²⁾	⁽²⁾	Common Stock	18,206	⁽¹²⁾	0	D

Explanation of Responses:

1. This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on January 2, 2020. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

2. Not applicable.

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

4. Closing price on Nasdaq on December 31, 2021.

5. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration").

6. The remaining 3,262 Restricted Stock Units vest on January 2, 2023.

7. These options previously granted on January 2, 2020, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on January 2, 2023.

8. These unvested restricted stock units previously granted by the Issuer on January 2, 2020, which provided for vesting on January 2, 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

9. These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

10. These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for a one-third vesting of shares on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

11. These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on January 2, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

12. These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

Remarks:

	/s/ James E. Murray	01/04/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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