0000950142-17-000935.txt : 20170502
0000950142-17-000935.hdr.sgml : 20170502
20170502190136
ACCESSION NUMBER: 0000950142-17-000935
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170428
FILED AS OF DATE: 20170502
DATE AS OF CHANGE: 20170502
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: UNIVERSAL AMERICAN CORP.
CENTRAL INDEX KEY: 0001514128
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 274683816
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 44 SOUTH BROADWAY, 12TH FLOOR
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 914-597-2900
MAIL ADDRESS:
STREET 1: 44 SOUTH BROADWAY, 12TH FLOOR
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER COMPANY:
FORMER CONFORMED NAME: UNIVERSAL AMERICAN SPIN CORP.
DATE OF NAME CHANGE: 20110228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BARASCH RICHARD A
CENTRAL INDEX KEY: 0001076341
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35149
FILM NUMBER: 17806705
MAIL ADDRESS:
STREET 1: C/O UNIVERSAL AMERICAN FINANCIAL CORP
STREET 2: SIX INTERNATIONAL DRIVE SUITE 190
CITY: RYE BROOK
STATE: NY
ZIP: 10573
4
1
es1700587_4-barasch.xml
OWNERSHIP DOCUMENT
X0306
4
2017-04-28
1
0001514128
UNIVERSAL AMERICAN CORP.
UAM
0001076341
BARASCH RICHARD A
44 SOUTH BROADWAY
SUITE 1200
WHITE PLAINS
NY
10601-4411
1
1
0
0
Chief Executive Officer
Common Stock
2017-04-28
4
D
0
1664791
D
0
D
Common Stock
2017-04-28
4
D
0
423468
D
0
D
Common Stock
2017-04-28
4
D
0
222077
D
0
I
By Wife
Common Stock
2017-04-28
4
D
0
28180
D
0
I
By Son (Benjamin)
Common Stock
2017-04-28
4
D
0
23080
D
0
I
By Daughter (Natalie)
Common Stock
2017-04-28
4
D
0
30124
D
0
I
By Daughter (Emily)
Common Stock
2017-04-28
4
D
0
215835
D
0
I
Tara Acquisition LLC
Common Stock
2017-04-28
4
D
0
33872
D
0
I
HB Family Trust #1
Common Stock
2017-04-28
4
D
0
494400
D
0
I
Barasch Family Trust #3
Common Stock
2017-04-28
4
D
0
220768
D
0
I
Barasch Family Trust #1
Stock Options (Right to Buy)
6.18
2017-04-28
4
D
0
300000
D
Common Stock
300000
0
D
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
234597
D
Common Stock
234597
0
D
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
78200
D
Common Stock
78200
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
30784
D
Common Stock
30784
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
30784
D
Common Stock
30784
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
21565
D
Common Stock
21565
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
64696
D
Common Stock
64696
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
61568
D
Common Stock
61568
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
21565
D
Common Stock
21565
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
64696
D
Common Stock
64696
0
D
Pursuant to that certain Agreement and Plan of Merger, dated as of November 17, 2016 (the "Merger Agreement"), by and among Universal American Corp. (the "Company"), WellCare Health Plans, Inc. and Wind Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement) (the "Effective Time"), each of these shares of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the per share merger consideration of $10.00 (the "Per Share Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, each of these unvested shares of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration, subject to conditions set forth in the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time, each of these stock options was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such stock option multiplied by the aggregate number of shares of common stock in respect of such stock option immediately before the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each of these unvested stock options was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such stock option multiplied by the aggregate number of shares of common stock in respect of such stock option immediately before the Effective Time, subject to conditions set forth in the Merger Agreement.
/s/ Tony L. Wolk, (POA)
2017-05-02