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