SEC FORM 4

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^*

Shah Rupesh

(Last)

(First)

(Middle)

C/O WELLCARE HEALTH PLANS, INC.

6800 N. DALE MABRY HIGHWAY, SUITE 268

(Street)

TAMPA

33614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLCARE GROUP INC [ WCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Market Expansion

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2004		J⁽¹⁾		150,333	A	⁽¹⁾	150,333	D⁽²⁾
Common Stock	07/07/2004		P		7,000	A	$17	157,333	D
Common Stock	07/06/2004		J⁽³⁾		162,630	A	⁽³⁾	162,630	I	By GRAT
Common Stock	07/06/2004		J⁽⁴⁾		22,051	A	⁽⁴⁾	22,051	I	By daughter⁽⁵⁾
Common Stock	07/06/2004		J⁽⁴⁾		22,051	A	⁽⁴⁾	22,051	I	By daughter⁽⁵⁾
Common Stock	07/07/2004		P		7,000	A	$17	7,000	I	By spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$3.69	07/06/2004		A		130,104		⁽⁶⁾	09/30/2013	Common Stock	130,104	⁽⁷⁾	130,104	D
Employee Stock Option (right to buy)	$8.33	07/06/2004		A		16,263		⁽⁸⁾	05/12/2014	Common Stock	16,263	⁽⁷⁾	146,367	D
Employee Stock Option (right to buy)	$17	07/07/2004		A		50,000		⁽⁹⁾	07/07/2014	Common Stock	50,000	$0.00	196,367	D

Explanation of Responses:

1. Received in exchange for 184,877 units of membership interests in WellCare Holdings, LLC 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. These shares are held by Rupesh R. Shah and Nita Shah, as tenants by the entirety.

3. Received in exchange for 200,000 units of membership interests in WellCare Holdings, LLC in connection with 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.

4. Received in exchange for 27,117 units of membership interests in WellCare Holdings, LLC in connection with 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.

5. These shares are held by Chandrakant Doshi as custodian for the reporting person's daughter under the Florida Uniform Transfers to Minors Act. Mr. Shah disclaims beneficial ownership of all securities held by his daughter, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

6. Vested as to 25% on July 31, 2003, and vests as to 2.08333333% upon the end of each full calendar month thereafter.

7. Received upon the assumption by WellCare Health Plans, Inc., in connection with the Merger, of options to purchase units of WellCare Holdings, LLC.

8. Vests as to 2.08333333% upon the end of each full calendar month commencing on June 2004.

9. Vests as to 2.08333333% upon the end of each full calendar month commencing on July 2004.

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).
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