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