Statement of Changes in Beneficial Ownership (4)
May 02 2017 - 7:07PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
WOLK TONY
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2. Issuer Name
and
Ticker or Trading Symbol
UNIVERSAL AMERICAN CORP.
[
UAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, General Counsel
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(Last)
(First)
(Middle)
44 SOUTH BROADWAY, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/28/2017
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(Street)
WHITE PLAINS, NY 10601-4411
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/28/2017
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D
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91720
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D
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(1)
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0
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D
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Common Stock
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4/28/2017
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D
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181075
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$6.18
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4/28/2017
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D
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12500
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(3)
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(3)
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Common Stock
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12500
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(3)
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0
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D
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Stock Options (Right to Buy)
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$6.05
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4/28/2017
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D
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12559
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(3)
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(3)
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Common Stock
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12559
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(3)
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0
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D
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Stock Options (Right to Buy)
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$6.05
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4/28/2017
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D
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12560
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(4)
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(4)
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Common Stock
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12560
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(4)
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0
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D
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Stock Options (Right to Buy)
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$8.41
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4/28/2017
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D
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3265
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(3)
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(3)
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Common Stock
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3265
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(3)
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0
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D
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Stock Options (Right to Buy)
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$8.41
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4/28/2017
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D
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6530
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(4)
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(4)
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Common Stock
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6530
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(4)
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0
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D
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Stock Options (Right to Buy)
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$6.09
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4/28/2017
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D
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4574
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(3)
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(3)
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Common Stock
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4574
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(3)
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0
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D
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Stock Options (Right to Buy)
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$6.09
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4/28/2017
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D
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13724
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(4)
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(4)
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Common Stock
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13724
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(4)
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0
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D
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Stock Options (Right to Buy)
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$8.41
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4/28/2017
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D
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13060
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(4)
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(4)
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Common Stock
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13060
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(4)
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0
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D
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Stock Options (Right to Buy)
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$6.09
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4/28/2017
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D
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4574
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(3)
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(3)
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Common Stock
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4574
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(3)
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0
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D
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Stock Options (Right to Buy)
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$6.09
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4/28/2017
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D
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13724
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(4)
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(4)
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Common Stock
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13724
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(4)
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0
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D
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Explanation of Responses:
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(1)
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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").
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(2)
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Pursuant to the Merger Agreement, at the Effective Time, each of these unvested 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, subject to conditions set forth in the Merger Agreement.
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(3)
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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.
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(4)
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Pursuant to the Merger Agreement, at the Effective Time, each of these unvested 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, subject to conditions set forth in the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WOLK TONY
44 SOUTH BROADWAY
SUITE 1200
WHITE PLAINS, NY 10601-4411
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EVP, General Counsel
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Signatures
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/s/ Tony Wolk
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5/2/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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