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^*

PERRY RICHARD C

(Last)

(First)

(Middle)

C/O PERRY CORP.

767 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK

10153

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

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, par value $0.01 per share	05/02/2016		M		11,579	A	$0	2,720,119	I	By Perry Partners, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		F		9,551⁽²⁾	D	$0	2,710,568	I	By Perry Partners, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		M		18,934	A	$0	4,433,535	I	By Perry Partners International, Inc.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		F		15,618⁽²⁾	D	$0	4,417,917	I	By Perry Partners International, Inc.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		M		384	A	$0	90,372	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		F		317⁽²⁾	D	$0	90,055	I	By Perry Private Opportunities Offshore Fund, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		M		2,103	A	$0	494,824	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾
Common Stock, par value $0.01 per share	05/02/2016		F		1,735⁽²⁾	D	$0	493,089	I	By Perry Private Opportunities Fund, L.P.⁽¹⁾
Common Stock, par value $0.01 per share								16,400	I	By Perry Partners International Master, Inc.⁽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 Option (Right to Buy)	$5.98⁽³⁾	05/02/2016		M			11,579	⁽⁴⁾	05/02/2016	Common Stock, par value $0.01 per share	11,579	$0	0	I	By Perry Partners, L.P.
Stock Option (Right to Buy)	$5.98⁽³⁾	05/02/2016		M			18,934	⁽⁴⁾	05/02/2016	Common Stock, par value $0.01 per share	18,934	$0	0	I	By Perry Partners International, Inc.
Stock Option (Right to Buy)	$5.98⁽³⁾	05/02/2016		M			384	⁽⁴⁾	05/02/2016	Common Stock, par value $0.01 per share	384	$0	0	I	By Perry Private Opportunities Offshore Fund, L.P.
Stock Option (Right to Buy)	$5.98⁽³⁾	05/02/2016		M			2,103	⁽⁴⁾	05/02/2016	Common Stock, par value $0.01 per share	2,103	$0	0	I	By Perry Private Opportunities Fund, L.P.

Explanation of Responses:

1. The direct or indirect general partner and/or investment manager of Perry Partners, L.P., Perry Partners International, Inc., Perry Partners International Master , Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P. (collectively, the "Perry Funds") is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by the Perry Funds. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.

2. Reflects the Reporting Person's payment of the exercise price by delivering or withholding shares of the Issuer's common stock to the Issuer in connection with the exercise of a stock option issued in accordance with Rule 16b-3. The transactions contemplated by this filing are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rules 16b-3(e) and 16b-6(b).

3. The original exercise price of $9.33 was adjusted to account for stock dividends totaling $3.35.

4. The stock options are fully vested and immediately exercisable.

	/s/ Michael C. Neus, as attorney-in-fact	05/02/2016
	** 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).
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