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*
GARRETT SHARON D
(Last) (First) (Middle)
5995 PLAZA DRIVE
(Street)
CYPRESS CA 90630
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PACIFICARE HEALTH SYSTEMS INC /DE/ [ PHS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Enterprise Services
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2005
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)
Code V Amount (A) or (D) Price
Common Stock 12/20/2005 M(1) 13,333 A $0(1) 23,333 D
Common Stock 12/20/2005 F 6,099 D $90.866 17,234 D
Common Stock 12/20/2005 D(2) 7,234 D $90.866 10,000 D
Common Stock 12/20/2005 M(1) 10,000 A $0(1) 20,000 D
Common Stock 12/20/2005 F 4,573 D $90.866 15,427 D
Common Stock 12/20/2005 D(2) 5,427 D $90.866 10,000 D
Common Stock 12/20/2005 D(3) 10,000 D $90.866 0 D
Common Stock 12/20/2005 D(3) 233 D $90.866 0 I By 401(k) plan
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
Non-Qualified Stock Option (right to buy) $32.37(4) 12/20/2005 D 40,000(4) 12/20/2005 01/29/2014(4) Common Stock 40,000 $0(4) 0 D
Non-Qualified Stock Option (right to buy) $64.26(4) 12/20/2005 D 20,000(4) 12/20/2005 03/01/2015(4) Common Stock 20,000 $0(4) 0 D
Restricted Stock Unit (1) 12/20/2005 M 13,333(1) 12/20/2005 (1) Common Stock 13,333 $0(1) 10,000 D
Restricted Stock Unit (1) 12/20/2005 M 10,000(1) 12/20/2005 (1) Common Stock 10,000 $0(1) 0 D
Explanation of Responses:
1. Each Restricted Stock Unit accrued under the Issuer's Stock Unit Deferred Compensation Plan is the economic equivalent of one share of Issuer common stock. The Restricted Stock Units were settled for an equal number of shares of Issuer common stock.
2. Represents the exchange, pursuant to the terms of the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer, of the number of shares of Issuer common stock equal to the number of Restricted Stock Units settled (net of shares withheld by the Issuer to satisfy any applicable tax withholding obligations) for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash.
3. Disposed of pursuant to the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer (the "Merger Agreement"), pursuant to which each share of the Issuer's common stock (net of any shares withheld by the Issuer to satisfy any applicable tax withholding obligations) was exchanged for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash.
4. This option (the "Original Option") was assumed by United under the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer and replaced with an option to purchase shares of United common stock ("Substitute Option"). Under the Substitute Option: the number of option shares will equal the number of option shares under the Original Option, times the Option Exchange Ratio; and the exercise price will equal the exercise price under the Original Option, divided by the Option Exchange Ratio. The Option Exchange Ratio is 1.10 plus $21.50 divided by $63.06 (which is the closing price of United common stock on the last trading day prior to the merger).
By: Ellen K. Erickson For: Sharon D. Garrett 12/22/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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