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