0000950142-17-000936.txt : 20170502
0000950142-17-000936.hdr.sgml : 20170502
20170502190206
ACCESSION NUMBER: 0000950142-17-000936
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: BLACK STEVEN H
CENTRAL INDEX KEY: 0001226799
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35149
FILM NUMBER: 17806708
MAIL ADDRESS:
STREET 1: C/O UNIVERSAL AMERICAN CORP.
STREET 2: SUITE 1200, 44 SO. BROADWAY
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
4
1
es1700588_4-black.xml
OWNERSHIP DOCUMENT
X0306
4
2017-04-28
1
0001514128
UNIVERSAL AMERICAN CORP.
UAM
0001226799
BLACK STEVEN H
44 SOUTH BROADWAY
SUITE 1200
WHITE PLAINS
NY
10601-4411
0
1
0
0
Chief Administration Officer
Common Stock
2017-04-28
4
D
0
36786
D
0
D
Common Stock
2017-04-28
4
D
0
86956
D
0
D
Common Stock
2017-04-28
4
D
0
45862
D
0
I
By Wife
Common Stock
2017-04-28
4
D
0
86955
D
0
I
By Wife
Stock Options (Right to Buy)
6.18
2017-04-28
4
D
0
6250
D
Common Stock
6250
0
D
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
6279
D
Common Stock
6279
0
D
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
6280
D
Common Stock
6280
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
1632
D
Common Stock
1632
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
3265
D
Common Stock
3265
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
2287
D
Common Stock
2287
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
6862
D
Common Stock
6862
0
D
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
6530
D
Common Stock
6530
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
2287
D
Common Stock
2287
0
D
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
6862
D
Common Stock
6862
0
D
Stock Options (Right to Buy)
6.18
2017-04-28
4
D
0
6250
D
Common Stock
6250
0
I
By Wife
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
6280
D
Common Stock
6280
0
I
By Wife
Stock Options (Right to Buy)
6.05
2017-04-28
4
D
0
6280
D
Common Stock
6280
0
I
By Wife
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
1632
D
Common Stock
1632
0
I
By Wife
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
3265
D
Common Stock
3265
0
I
By Wife
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
2287
D
Common Stock
2287
0
I
By Wife
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
6862
D
Common Stock
6862
0
I
By Wife
Stock Options (Right to Buy)
8.41
2017-04-28
4
D
0
6530
D
Common Stock
6530
0
I
By Wife
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
2287
D
Common Stock
2287
0
I
By Wife
Stock Options (Right to Buy)
6.09
2017-04-28
4
D
0
6862
D
Common Stock
6862
0
I
By Wife
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