X0303 4 2011-04-29 1 0000709878 CAREMARK ULYSSES HOLDING CORP. UAM 0000925183 PERRY RICHARD C C/O PERRY CORP., 767 FIFTH AVAENUE, 19TH FLOOR NEW YORK NY 10153 1 0 0 0 Common Stock, par value $.01 per share 2011-04-29 4 D 0 2494929 D 0 I By Perry Partners, L.P. Common Stock, par value $.01 per share 2011-04-29 4 D 0 3881054 D 0 I By Perry Partners International, Inc. Common Stock, par value $.01 per share 2011-04-29 4 D 0 68084 D 0 I By Perry Private Opportunities Offshore Fund, L.P. Common Stock, par value $.01 per share 2011-04-29 4 D 0 372766 D 0 I By Perry Private Opportunities Fund, L.P. Series A Preferred Stock, par value $1.00 per share 2011-04-29 4 D 0 9574 D Common Stock/Series B Preferred Stock 0 0 I By Perry Partners, L.P. Series A Preferred Stock, par value $1.00 per share 2011-04-29 4 D 0 25269 D Common Stock/Series B Preferred Stock 0 0 I By Perry Partners International, Inc. Series A Preferred Stock, par value $1.00 per share 2011-04-29 4 D 0 1028 D Common Stock/Series B Preferred Stock 0 0 I By Perry Private Opportunities Offshore Fund, L.P. Series A Preferred Stock, par value $1.00 per share 2011-04-29 4 D 0 5629 D Common Stock/Series B Preferred Stock 0 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 3157 D 2012-09-21 Common Stock, par value $.01 per share 3157 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 5844 D 2012-09-21 Common Stock, par value $.01 per share 5844 0 I By Perry Partners International, Inc. Stock Option (Right to Buy) 2011-04-29 4 D 0 154 D 2012-09-21 Common Stock, par value $.01 per share 154 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 845 D 2012-09-21 Common Stock, par value $.01 per share 845 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 3182 D 2013-06-03 Common Stock, par value $.01 per share 3182 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 5846 D 2013-06-03 Common Stock, par value $.01 per share 5846 0 I By Perry Partners International, Inc. Stock Option (Right to Buy) 2011-04-29 4 D 0 150 D 2013-06-03 Common Stock, par value $.01 per share 150 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 822 D 2013-06-03 Common Stock, par value $.01 per share 822 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 3998 D 2014-06-04 Common Stock, par value $.01 per share 3998 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 7365 D 2014-06-04 Common Stock, par value $.01 per share 7365 0 I By Perry Partners International, Inc. Stock Option (Right to Buy) 2011-04-29 4 D 0 191 D 2014-06-04 Common Stock, par value $.01 per share 191 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 1046 D 2014-06-04 Common Stock, par value $.01 per share 1046 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 3998 D 2015-06-02 Common Stock, par value $.01 per share 3998 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 7365 D 2015-06-02 Common Stock, par value $.01 per share 7365 0 I By Perry Partners International, Inc. Stock Option (Right to Buy) 2011-04-29 4 D 0 191 D 2015-06-02 Common Stock, par value $.01 per share 191 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 2011-04-29 4 D 0 1046 D 2015-06-02 Common Stock, par value $.01 per share 1046 0 I By Perry Private Opportunities Fund, L.P. Disposed of pursuant to a merger agreement, dated as of December 30, 2010, between CVS Caremark Corporation ("CVS"), Universal American Spin Corporation (f/k/a Ulysses Merger Sub, L.L.C.) ("Spinco"), and Universal American Corporation ("UAM"), as amended on March 30, 2011 (the "Merger Agreement"). Upon consummation of the Merger, pursuant to the Merger Agreement and the separation agreement, dated as of December 30, 2010, between CVS, Spinco, and UAM, as amended on March 8, 2011 (the "Separation Agreement"), the Perry Funds (as defined below) became entitled to receive: (i) 6,811,933 shares of common stock, par value $0.01 per share, of Spinco (renamed Universal American Corporation in connection with the consummation of the merger) and $95,367,062 in cash in exchange for 6,811,933 shares of Common Stock, (ii) 4,900 shares of common stock, par value $0.01 per share, of Spinco and $68,600 in cash in exchange for 4,900 shares of restricted Common Stock, and (iii) 850,000 shares of common stock, par value $0.01 per share, of Spinco, 3,300,000 shares of non-voting common stock, par value $0.01 per share, of Spinco, and $58,100,000 in cash in exchange for 41,500 shares of Series A Preferred Stock. The Common Stock held by the Perry Funds included 2,100 shares of restricted Common Stock, which vested as to one-quarter of the number of shares on June 4, 2010 and would have vested as to one-quarter of the number of shares on June 4, 2011, 2012, and 2013, and 2,800 shares of restricted Common Stock, which would have vested as to one-quarter of the number of shares on June 2, 2011, 2012, 2013, and 2014. The general partner and/or investment manager of Perry Partners, L.P., Perry Partners International, 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. This option became exercisable in three equal installments on September 21, 2008, 2009, and 2010. This option became exercisable in three equal installments on June 3, 2009, 2010, and 2011. This option became exercisable in three equal installments on June 4, 2009, 2010, and 2011. This option would have become exercisable in three equal installments on June 2, 2011, 2012, and 2013. Each share of Series A Preferred Stock was a non-voting security and was not convertible into shares of Common Stock while owned by the Perry Funds, or certain other holders of such Series A Preferred Stock (the Perry Funds and such other initial holders, the "Initial Holders") or any affiliate of an Initial Holder. However, (A) upon transfer of a share of Series A Preferred Stock to a holder other than an Initial Holder or an affiliate of an Initial Holder, such share of Series A Preferred Stock would have automatically converted into 100 shares of Common Stock (subject to customary anti-dilution adjustments), and (B) subject to the satisfaction of various conditions, an Initial Holder of shares of Series A Preferred Stock was entitled to exchange such shares of Series A Preferred Stock for a corresponding number of shares of Series B Preferred Stock. Each share of Series B Preferred Stock was convertible, at the option of the holder thereof or, subject to certain conditions, by the Issuer, into 100 shares of Common Stock (subject to customary anti-dilution adjustments) and entitled the holder thereof to a number of votes (on all matters on which holders of Common Stock may vote) equal to the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible. Disposed of pursuant to the Separation Agreement. Pursuant to the terms of the Separation Agreement the Perry Funds became entitled to receive 27,352 shares of common stock, par value $0.01 per share, of Spinco and $255,542.32 in cash in exchange for 45,200 options. /s/ Michael C. Neus, as attorney-in-fact 2011-05-03