0001209191-11-051036.txt : 20111006 0001209191-11-051036.hdr.sgml : 20111006 20111006171937 ACCESSION NUMBER: 0001209191-11-051036 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111004 FILED AS OF DATE: 20111006 DATE AS OF CHANGE: 20111006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PFENNIGER RICHARD C JR CENTRAL INDEX KEY: 0001200796 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12115 FILM NUMBER: 111130157 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINUCARE CORP CENTRAL INDEX KEY: 0000803352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 592716023 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7200 CORPORATE CENTER DRIVE STREET 2: SUITE 600 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 3055002000 MAIL ADDRESS: STREET 1: 7200 CORPORATE CENTER DRIVE STREET 2: SUITE 600 CITY: MIAMI STATE: FL ZIP: 33126 FORMER COMPANY: FORMER CONFORMED NAME: ZANART ENTERTAINMENT INC DATE OF NAME CHANGE: 19950420 FORMER COMPANY: FORMER CONFORMED NAME: XUMA CORP DATE OF NAME CHANGE: 19940606 4 1 c23108_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2011-10-04 1 0000803352 CONTINUCARE CORP CNU 0001200796 PFENNIGER RICHARD C JR 7200 CORPORATE CENTER DRIVE MIAMI FL 33126 1 1 0 0 CEO and President Common Stock 2011-10-04 4 M 0 42016 2.38 A 1121759 D Common Stock 2011-10-04 4 M 0 144404 2.77 A 1266163 D Common Stock 2011-10-04 4 M 0 39840 2.51 A 1306003 D Common Stock 2011-10-04 4 D 0 1306003 D 0 D Stock Option (Right to Buy) 2.38 2011-10-04 4 M 0 42016 0 A 2018-09-19 Common Stock, par value $.0001 42016 0 D Stock Option (Right to Buy) 2.77 2011-10-04 4 M 0 144404 0 A 2016-09-12 Common Stock, par value $.0001 144404 0 D Stock Option (Right to Buy) 2.51 2011-10-04 4 M 0 39840 0 A 2017-09-11 Common Stock, par value $.0001 39840 0 D Stock Option (Right to Buy) 3.51 2011-10-04 4 D 0 250000 2.94 D 2020-09-15 Common Stock, par value $.0001 250000 0 D Stock Option (Right to Buy) 2.51 2011-10-04 4 D 0 110160 3.94 D 2017-09-11 Common Stock, par value $.0001 110160 0 D Stock Option (Right to Buy) 2.77 2011-10-04 4 D 0 5596 3.68 D 2016-09-12 Common Stock, par value $.0001 5596 0 D Stock Option (Right to Buy) 2.38 2011-10-04 4 D 0 132984 4.07 D 2018-09-19 Common Stock, par value $.0001 132984 0 D Stock Option (Right to Buy) 3.13 2011-10-04 4 D 0 175000 3.32 D 2019-09-15 Common Stock, par value $.0001 175000 0 D Stock Option (Right to Buy) 2.42 2011-10-04 4 D 0 200000 4.03 D 2015-12-06 Common Stock, par value $.0001 200000 0 D Stock Option (Right to Buy) 3.51 2011-10-04 4 D 0 150000 2.94 D 2020-09-15 Common Stock, par value $.0001 150000 0 I By wife Stock Option (Right to Buy) 3.13 2011-10-04 4 D 0 100000 3.32 D 2019-09-15 Common Stock, par value $.0001 100000 0 I By wife Stock Option (Right to Buy) 2.69 2011-10-04 4 D 0 100000 3.76 D 2015-05-26 Common Stock, par value $.0001 100000 0 I By wife Stock Option (Right to Buy) 2.38 2011-10-04 4 D 0 100000 4.07 D 2018-09-19 Common Stock, par value $.0001 100000 0 I By wife Stock Option (Right to Buy) 2.51 2011-10-04 4 D 0 75000 3.94 D 2017-09-11 Common Stock, par value $.0001 75000 0 I By wife Stock Option (Right to Buy) 2.42 2011-10-04 4 D 0 75000 4.03 D 2015-12-06 Common Stock, par value $.0001 75000 0 I By wife Stock Option (Right to Buy) 2.77 2011-10-04 4 D 0 75000 3.68 D 2016-09-12 Common Stock, par value $.0001 75000 0 I By wife Disposed of pursuant to an Agreement and Plan of Merger, dated June 26, 2011, by and among Continucare Corporation, Metropolitan Health Networks, Inc. ("Metropolitan") and Cab Merger Sub, Inc., a wholly owned subsidiary of Metropolitan (the "Merger Agreement"), in exchange for $6.25 in cash, without interest, and 0.0414 of a share of Metropolitan common stock. This option provided for vesting in four equal annual installments beginning on September 19, 2009. This option provided for vesting in four equal annual installments beginning on September 12, 2007. This option provided for vesting in four equal annual installments beginning on September 11, 2008. This option, which provided for vesting in four equal annual installments beginning on September 15, 2011, was canceled, pursuant to the Merger Agreement, for a cash payment of $735,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in three equal annual installments beginning on September 11, 2008, was canceled, pursuant to the Merger Agreement, for a cash payment of $434,030.40, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 12, 2007, was canceled, pursuant to the Merger Agreement, for a cash payment of $20,593.28, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 19, 2009, was canceled, pursuant to the Merger Agreement, for a cash payment of $541,244.88, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 15, 2010, was canceled, pursuant to the Merger Agreement, for a cash payment of $581,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on December 6, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $806,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 15, 2011, was canceled, pursuant to the Merger Agreement, for a cash payment of $441,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 15, 2010, was canceled, pursuant to the Merger Agreement, for a cash payment of $332,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on May 26, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $376,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 19, 2009, was canceled, pursuant to the Merger Agreement, for a cash payment of $407,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 11, 2008, was canceled, pursuant to the Merger Agreement, for a cash payment of $295,000, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on December 6, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $302,250, representing the difference between the exercise price of the option and $6.45. This option, which provided for vesting in four equal annual installments beginning on September 12, 2007, was canceled, pursuant to the Merger Agreement, for a cash payment of $276,000, representing the difference between the exercise price of the option and $6.45. /s/ Richard C. Pfenniger, Jr. 2011-10-06