0000921895-22-000058.txt : 20220104 0000921895-22-000058.hdr.sgml : 20220104 20220104174307 ACCESSION NUMBER: 0000921895-22-000058 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220104 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 22507831 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4801 E. WASHINGTON ST CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 800-642-1716 MAIL ADDRESS: STREET 1: 4801 E. WASHINGTON ST CITY: PHOENIX STATE: AZ ZIP: 85034 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN HEALTH SERVICES INC DATE OF NAME CHANGE: 19960226 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 4 1 form406297258_01042022.xml OWNERSHIP DOCUMENT X0306 4 2022-01-04 0 0000019411 MAGELLAN HEALTH INC MGLN 0001410600 Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 0 0 Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 5698 D 0 D Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 1419053 D 0 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 228603 D 0 I By Starboard Value and Opportunity S LLC Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 130301 D 0 I By Starboard Value and Opportunity C LP Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 85229 D 0 I By Starboard Value and Opportunity Master Fund L LP Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 200300 D 0 I By Starboard X Master Fund Ltd Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 305614 D 0 I By Managed Account of Starboard Value LP In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration"). Includes 2,911 restricted shares of Common Stock. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of these restricted shares of Common Stock was automatically cancelled and converted into the right to receive the Merger Consideration. Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities owned directly by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities beneficially owned by Starboard X Master Fund Ltd ("Starboard X Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard X Master, and as a member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard X Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Starboard Value LP Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. /s/ Peter A. Feld 2022-01-04