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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WELLCARE GROUP INC [ WCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 07/06/2004 | J(1) | 10,810 | A | (1) | 10,810 | D |
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 | ||||||||
Stock Option (right to buy) | $6.47 | 07/06/2004 | A | 40,657 | (2) | 12/31/2013 | Common Stock | 40,657 | (3) | 40,657 | D | ||||
Director Stock Option (right to buy) | $17 | 07/07/2004 | A | 5,000 | (4) | 07/07/2014 | Common Stock | 5,000 | $0.00 | 45,657 | D |
Explanation of Responses: |
1. Received in exchange for 9,505.70 units of membership interests in WellCare Holdings, LLC, plus an accrued yield thereon, in connection with the merger of WellCare Holdings, LLC with and into WellCare Health Plans, Inc., formerly known as WellCare Group, Inc. (the "Merger"). In the Merger, the units of membership interests in WellCare Holdings, LLC were exchanged on a one-for-0.813 basis with shares of common stock of WellCare Health Plans, Inc. The Merger became effective on July 6, 2004. The initial public offering price of the common stock of WellCare Health Plans, Inc. was $17.00. The acquisition of the common stock of WellCare Health Plans, Inc. was exempt from Section 16(b) under Rule 16b-7 and other SEC rules. |
2. 25% vested as of June 30, 2004 with 2.08333333% vesting upon the end of each full calendar month thereafter. |
3. Received upon the assumption by WellCare Health Plans, Inc., in connection with the Merger, of options to purchase units of WellCare Holdings, LLC. |
4. Vests as to 25% on July 7, 2005, and as to 2.08333333% upon the end of each full calendar month thereafter. |
Remarks: |
/s/ Michael Haber, Attorney-in-fact | 07/08/2004 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |