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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH SERVICES INC [ MGLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | X(1) | 2,290 | A | $10.43 | 209,174(2) | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | X(1) | 22,003 | A | $11.91 | 231,177(4) | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 200 | D | $34.17 | 230,977 | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 1,193 | D | $34.12 | 229,784 | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 18,100 | D | $34.1 | 211,684 | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 300 | D | $34.16 | 211,384 | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 4,400 | D | $34.05 | 206,984 | D | |||
Ordinary Common Stock, $0.01 par value | 06/21/2005 | S(1) | 100 | D | $34.04 | 206,884 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $10.43 | 06/21/2005 | X(1) | 2,290 | 01/05/2005 | 01/05/2014 | Ordinary Common Stock | 2,290 | $0(3) | 413,003(5) | D | ||||
Stock Option (right to buy) | $11.91 | 06/21/2005 | X(1) | 22,003 | 01/05/2005 | 01/05/2014 | Ordinary Common Stock | 22,003 | $0(3) | 390,999(6) | D |
Explanation of Responses: |
1. This transaction was effectuated pursuant to a Rule 10b-5-1 plan and, accordingly, not on a discretionary basis by the reporting person. |
2. Includes 206,884 shares beneficially owned prior to the reported transaction. |
3. Not applicable. |
4. Includes 206884 shares of stock owned prior to this transaction as well as 2,290 shares acquired as part of transaction reported above. |
5. The remainder of 413,003 options will vest in increments of one half on January 5, 2006 and 2007. |
6. Total number of shares exercisable on 1/5/05 were 137,668 shares of which 22,003 shares have been exercised. There are currently 115,665 shares available for exercise. The remainder of 275,334 options will vest in increments of one half on January 5, 2006 and 2007. |
/s/ Steven J. Shulman | 06/23/2005 | |
** 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. |