0001209191-22-000989.txt : 20220104 0001209191-22-000989.hdr.sgml : 20220104 20220104171631 ACCESSION NUMBER: 0001209191-22-000989 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: Lewis Clapper Caskie CENTRAL INDEX KEY: 0001416767 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 22507435 MAIL ADDRESS: STREET 1: 55 NOD ROAD CITY: AVON STATE: CT ZIP: 06001 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 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-04 0 0000019411 MAGELLAN HEALTH INC MGLN 0001416767 Lewis Clapper Caskie 4801 EAST WASHINGTON STREET PHOENIX AZ 85034 0 1 0 0 Chief Human Resources Officer Ordinary Common Stock, $0.01 par value 2022-01-04 4 D 0 19510 D 0 D Stock Options 66.57 2022-01-04 4 D 0 20281 D 2029-03-05 Common Stock 20281 0 D Stock Options 99.45 2022-01-04 4 D 0 14057 D 2028-03-05 Common Stock 14057 0 D Stock Option 68.50 2022-01-04 4 D 0 12949 D 2027-03-03 Common Stock 12949 0 D Stock Option 64.87 2022-01-04 4 D 0 12330 D 2026-03-03 Common Stock 12330 0 D Stock Option 63.95 2022-01-04 4 D 0 30843 D 2025-03-04 Common Stock 30843 0 D Restricted Stock Units 0.00 2022-01-04 4 D 0 4868 D Common Stock 4868 0 D Restricted Stock Units 0.00 2022-01-04 4 D 0 9733 D Common Stock 9733 0 D Performance-Based Restricted Stock Units 0.00 2022-01-04 4 D 0 5307 D Common Stock 5307 0 D Performance-Based Restricted Stock Units 0.00 2022-01-04 4 D 0 6085 D Common Stock 6085 0 D 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"). These options previously granted on March 5, 2019, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on March 5, 2022. These options previously granted on March 5, 2018, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. These options previously granted on March 3, 2017, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. These options previously granted on March 3, 2016, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. These options previously granted on March 4, 2015, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. Not applicable. These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for vesting in one-third increments on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 5, 2019 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. /s/ Caskie Lewis-Clapper 2022-01-04