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^*

BARASCH RICHARD A

(Last)

(First)

(Middle)

44 SOUTH BROADWAY

SUITE 1200

(Street)

WHITE PLAINS

10601-4411

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL AMERICAN CORP. [ UAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2017

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)
Common Stock	04/28/2017		D		1,664,791	D	⁽¹⁾	0	D
Common Stock	04/28/2017		D		423,468	D	⁽²⁾	0	D
Common Stock	04/28/2017		D		222,077	D	⁽¹⁾	0	I	By Wife
Common Stock	04/28/2017		D		28,180	D	⁽¹⁾	0	I	By Son (Benjamin)
Common Stock	04/28/2017		D		23,080	D	⁽¹⁾	0	I	By Daughter (Natalie)
Common Stock	04/28/2017		D		30,124	D	⁽¹⁾	0	I	By Daughter (Emily)
Common Stock	04/28/2017		D		215,835	D	⁽¹⁾	0	I	Tara Acquisition LLC
Common Stock	04/28/2017		D		33,872	D	⁽¹⁾	0	I	HB Family Trust #1
Common Stock	04/28/2017		D		494,400	D	⁽¹⁾	0	I	Barasch Family Trust #3
Common Stock	04/28/2017		D		220,768	D	⁽¹⁾	0	I	Barasch Family Trust #1

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)
Stock Options (Right to Buy)	$6.18	04/28/2017		D			300,000	⁽³⁾	⁽³⁾	Common Stock	300,000	⁽³⁾	0	D
Stock Options (Right to Buy)	$6.05	04/28/2017		D			234,597	⁽³⁾	⁽³⁾	Common Stock	234,597	⁽³⁾	0	D
Stock Options (Right to Buy)	$6.05	04/28/2017		D			78,200	⁽⁴⁾	⁽⁴⁾	Common Stock	78,200	⁽⁴⁾	0	D
Stock Options (Right to Buy)	$8.41	04/28/2017		D			30,784	⁽³⁾	⁽³⁾	Common Stock	30,784	⁽³⁾	0	D
Stock Options (Right to Buy)	$8.41	04/28/2017		D			30,784	⁽⁴⁾	⁽⁴⁾	Common Stock	30,784	⁽⁴⁾	0	D
Stock Options (Right to Buy)	$6.09	04/28/2017		D			21,565	⁽³⁾	⁽³⁾	Common Stock	21,565	⁽³⁾	0	D
Stock Options (Right to Buy)	$6.09	04/28/2017		D			64,696	⁽⁴⁾	⁽⁴⁾	Common Stock	64,696	⁽⁴⁾	0	D
Stock Options (Right to Buy)	$8.41	04/28/2017		D			61,568	⁽⁴⁾	⁽⁴⁾	Common Stock	61,568	⁽⁴⁾	0	D
Stock Options (Right to Buy)	$6.09	04/28/2017		D			21,565	⁽³⁾	⁽³⁾	Common Stock	21,565	⁽³⁾	0	D
Stock Options (Right to Buy)	$6.09	04/28/2017		D			64,696	⁽⁴⁾	⁽⁴⁾	Common Stock	64,696	⁽⁴⁾	0	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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)	05/02/2017
	** 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).
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