0000899243-17-011422.txt : 20170502 0000899243-17-011422.hdr.sgml : 20170502 20170502161939 ACCESSION NUMBER: 0000899243-17-011422 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: Gormley Mark K CENTRAL INDEX KEY: 0001380508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35149 FILM NUMBER: 17805281 MAIL ADDRESS: STREET 1: 1067 FIFTH AVENUE, #6 CITY: NEW YORK STATE: NY ZIP: 10128 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-28 1 0001514128 UNIVERSAL AMERICAN CORP. UAM 0001380508 Gormley Mark K C/O LEE EQUITY PARTNERS, LLC 650 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2017-04-28 4 D 0 77229 D 0 I See Footnote Common Stock 2017-04-28 4 D 0 68701 D 0 D Stock Options (Right to Buy) 6.46 2017-04-28 4 D 0 24511 D Common Stock 24511 0 D Stock Options (Right to Buy) 6.81 2017-04-28 4 D 0 29565 D Common Stock 29565 0 D Stock Options (Right to Buy) 7.21 2017-04-28 4 D 0 25859 D Common Stock 25859 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"). Directly owned by Lee Equity Partners, LLC. Lee Equity Partners, LLC is the investment manager of Lee Equity Partners Realization Fund, L.P. and Lee Equity Strategic Partners Realization Fund, L.P. (collectively, the "Funds"). Mr. Gormley is a member and equity owner of the general partner of the Funds. Mr. Gormley disclaims beneficial ownership of shares held by Lee Equity Partners, LLC and the Funds, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Gormley is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 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. By: /s/ Mark K. Gormley 2017-05-02