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*
Welsh, Carson, Anderson & Stowe X, L.P.

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/24/2008 C 4,915,700 A (3) 6,999,200 D(4)(5)(6)(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 04/23/2008 C 5,000 (1) (2) Series B preferred stock 5,000 $0 0 D
Series B Preferred Stock (3) 04/23/2008 C 5,000 (3) (2) Common Stock 500,000 (1) 49,157 D
Series B Preferred Stock (3) 11/24/2008 C 49,157 (3) (2) Common Stock 4,915,700 $0 0 D
1. Name and Address of Reporting Person*
Welsh, Carson, Anderson & Stowe X, L.P.

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SWANI SANJAY

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON AND STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MACKESY D SCOTT

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLARK JOHN D

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALMEIDA JOHN

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRAYNOR SEAN

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lee Eric J.

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Scully Thomas

(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock was surrendered to the Issuer in exchange for an equal number of shares of Series B Preferred Stock, for no additional consideration.
2. There is no applicable expiration date.
3. Each share of Series B Preferred Stock is convertible at any time into 100 shares of Common Stock, for no additional consideration.
4. The securities reported as directly beneficially owned by the Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
5. Each Reporting Owner listed below, except for Thomas Scully, also indirectly beneficially owns as of the date of this statement 3,065,617 shares of Common Stock held by Welsh, Carson, Anderson & Stowe IX, L.P. Such individuals are managing members of the sole general partner of Welsh, Carson, Anderson & Stowe IX, L.P.
6. Each Reporting Owner listed below also directly beneficially owns as of the date of this statement the following numbers of shares of Common Stock: Patrick J. Welsh - 110,084; Russell L. Carson - 110,358; Bruce K. Anderson - 110,084; Thomas E. McInerney - 110,042; Robert A. Minicucci - 110,192; Anthony J. deNicola - 83,325 (also indirectly beneficially owns 10,643 shares held by deNicola Holdings, L.P. and an aggregate 144 shares held in three trusts for the benefit of his children, but disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest, if any, therein); Paul B. Queally - 93,878;
7. continuation of Footnote (6): Jonathan M. Rather - 28, 363 (also indirectly beneficially owns 5,304 shares held by WCAS Management Corporation, of which he is the controlling shareholder, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein); Sanjay Swani - 26,711; D. Scott Mackesy - 26,711; John D. Clark - 26,711; John Almeida, Jr. - 12,981; Sean M. Traynor - 12,981; Eric J. Lee - 3,057; and Thomas Scully - 135,880.
Remarks:
/s/David Mintz, Attorney-in-Fact 12/18/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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