0001209191-22-000998.txt : 20220104
0001209191-22-000998.hdr.sgml : 20220104
20220104171910
ACCESSION NUMBER: 0001209191-22-000998
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220102
FILED AS OF DATE: 20220104
DATE AS OF CHANGE: 20220104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MURRAY JAMES E
CENTRAL INDEX KEY: 0001018658
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06639
FILM NUMBER: 22507479
MAIL ADDRESS:
STREET 1: 500 WEST MAIN STREET
CITY: LOUISVILLE
STATE: KY
ZIP: 40202
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
2022-01-02
0
0000019411
MAGELLAN HEALTH INC
MGLN
0001018658
MURRAY JAMES E
4801 EAST WASHINGTON STREET
PHOENIX
AZ
85034
0
1
0
0
President and COO
Ordinary Common Stock, $0.01 par value
2022-01-02
4
M
0
3262
A
14074
D
Ordinary Common Stock, $0.01 par value
2022-01-02
4
F
0
871
94.99
D
13203
D
Ordinary Common Stock, $0.01 par value
2022-01-04
4
D
0
13203
D
0
D
Restricted Stock Units
0.00
2022-01-02
4
M
0
3262
D
2021-01-02
Common Stock
3262
3262
D
Stock Options
76.64
2022-01-04
4
D
0
25346
D
2030-01-02
Common Stock
25346
0
D
Restricted Stock Units
0.00
2022-01-04
4
D
0
3262
D
Common Stock
3262
0
D
Restricted Stock Units
0.00
2022-01-04
4
D
0
14566
D
Common Stock
14566
0
D
Restricted Stock Units
0.00
2022-01-04
4
D
0
28271
D
Common Stock
28271
0
D
Performance-Based Restricted Stock Units
0.00
2022-01-04
4
D
0
14006
D
Common Stock
14006
0
D
Performance-Based Restricted Stock Units
0.00
2022-01-04
4
D
0
18206
D
Common Stock
18206
0
D
This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on January 2, 2020. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
Not applicable.
Represents the portion of shares withheld by the Issuer in order to pay taxes.
Closing price on Nasdaq on December 31, 2021.
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").
The remaining 3,262 Restricted Stock Units vest on January 2, 2023.
These options previously granted on January 2, 2020, 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 January 2, 2023.
These unvested restricted stock units previously granted by the Issuer on January 2, 2020, which provided for vesting on January 2, 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 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 a one-third vesting of shares 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 January 2, 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.
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/ James E. Murray
2022-01-04