-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuXff7Ccfh0qbKXvfP1pQuT+xr121r1qqQvpIVrFV9OR/F1+idt9T/DCjxcIP+X7 OhAVr48p1y7uLtjODcY8MQ== 0001209191-06-009552.txt : 20060210 0001209191-06-009552.hdr.sgml : 20060210 20060210183857 ACCESSION NUMBER: 0001209191-06-009552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060208 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOLAN JOSEPH P CENTRAL INDEX KEY: 0001042055 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32739 FILM NUMBER: 06600292 MAIL ADDRESS: STREET 1: 503 N WALNUT RD CITY: KENNETT SQUARE STATE: PA ZIP: 19348 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HealthSpring, Inc. CENTRAL INDEX KEY: 0001339553 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 201821898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 BUSINESS PHONE: 615-291-7000 MAIL ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 4 1 bna99314_bna11jn.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-02-08 0001339553 HealthSpring, Inc. HS 0001042055 NOLAN JOSEPH P C/O GTCR GOLDER RAUNER, L.L.C. SEARS TOWER #6100 CHICAGO IL 60606-6402 1 0 1 0 Common Stock 2006-02-08 4 C 0 6110492 A 20930542 I See footnotes Common Stock 2006-02-08 4 S 0 9332394 19.5 D 11598148 I See footnotes Common Stock 2006-02-08 4 C 0 1072363 A 3673213 I See footnotes Common Stock 2006-02-08 4 S 0 1637794 19.5 D 2035419 I See footnotes Common Stock 2006-02-08 4 C 0 32613 A 111713 I See footnotes Common Stock 2006-02-08 4 S 0 49812 19.5 D 61901 I See footnotes Common Stock 2006-02-08 4 A 0 2500 A 2500 D Preferred Stock 2006-02-08 4 C 0 110573.4 D Common Stock 6110492 0 I See footnotes Preferred Stock 2006-02-08 4 C 0 19405.1 D Common Stock 1072363 0 I See footnotes Preferred Stock 2006-02-08 4 C 0 590.2 D Common Stock 32613 0 I See footnotes Each share of Preferred Stock was convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through the day immediately prior to the closing date of the initial public offering (February 7, 2006) by (2) the per share initial public offering price of the Common Stock, which was $19.50. The reporting person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the reporting person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. GTCR Fund VIII, L.P. ("Fund VIII") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VIII, L.P. ("Partners VIII") is the general partner of Fund VIII and GTCR Golder Rauner II, L.L.C. ("GTCR II") is the general partner of Partners VIII. As such, Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of Partners VIII and GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Fund VIII to the extent of the reporting person's indirect proportionate interest in Fund VIII. GTCR Fund VIII/B, L.P. ("Fund VIII/B") is the direct beneficial owner of the shares reported in Tables I and II. Partners VIII is the general partner of Fund VIII/B and GTCR II is the general partner of Partners VIII. As such, Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of Partners VIII and GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Fund VIII/B to the extent of the reporting person's indirect proportionate interest in Fund VIII/B. GTCR Co-Invest II, L.P. ("Co-Invest II") is the direct beneficial owner of the shares reported in Tables I and II. GTCR II is the general partner of Co-Invest II. As such, GTCR II may be deemed to be the beneficial owner of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Co-Invest II to the extent of the reporting person's indirect proportionate interest in Co-Invest II. Per SEC instruction, column left blank. Each non-employee director received 2,500 shares of restricted common stock upon completion of the initial public offering. The restrictions with respect to these shares lapse on February 8, 2007. The Preferred Stock was convertible upon closing of the initial public offering of Common Stock, which was February 8, 2006. /s/ Thomas N. Blanchard under Power of Attorney 2006-02-10 -----END PRIVACY-ENHANCED MESSAGE-----