X0202 4 2004-07-07 0001279363 WELLCARE GROUP INC WCG 0001253600 SOROS PRIVATE EQUITY INVESTORS LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001253606 SPEP GENERAL PARTNER LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001253602 SPEP GENERAL PARTNER LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001237660 QIH MANAGEMENT INVESTOR LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001237658 QIH MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 Common Stock 2004-07-07 4 S 0 1100000 15.81 D 22308839 D Pursuant to a merger (the "Merger") between the Issuer and its 100% parent, WellCare Holdings LLC, a Delaware limited liability company ("WellCare Holdings"), shares of the Issuer's common stock, par value $.01 per share ("Shares"), were issued in exchange for membership interests in WellCare Holdings. Pursuant to the Merger, WellCare Holdings has been merged with and into the Issuer and is no longer a Reporting Person. Soros Private Equity Investors LP, a Delaware limited partnership ("SPEI"), held a majority of the membership interests in WellCare Holdings prior to the Merger. As a result of the Merger, SPEI received 23,408,839 Shares in exchange for its membership interests in WellCare Holdings. This exempt transaction resulted in no change in SPEI's or the other Reporting Owners' beneficial ownership of or pecuniary interest in the Shares. The general partner of SPEI is SPEP General Partner LP, a Delaware limited partnership ("SPEP GP LP"). An investment committee of SPEP GP LP exercises exclusive decision-making authority with regard to the acquisition and disposition of, and voting power with respect to, investments by SPEI. SPEP GP LP's general partner is SPEP General Partner LLC, a Delaware limited liability company, whose managing member is QIH Management Investor, L.P., a Delaware limited partnership, whose sole general partner is QIH Management LLC, a Delaware limited liability company, whose sole managing member is Soros Fund Management LLC, a Delaware limited liability company ("SFM"). George Soros is the Chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of SPEI. (3) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP, the general partner of SPEI. (4) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP. (5) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Managment LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC. (6) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P. (7) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC. (8) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM. John F. Brown, Soros Private Equity Investors LP (3) 2004-07-08 John F. Brown, SPEP General Partner LP (4) 2004-07-08 John F. Brown, SPEP General Partner LLC (5) 2004-07-08 John F. Brown, QIH Management Investor, L.P. (6) 2004-07-08 John F. Brown, QIH Management LLC (7) 2004-07-08 John F. Brown, Soros Fund Management LLC (8) 2004-07-08 John F. Brown, as Attorney-in-Fact for Mr. George Soros 2004-07-08