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