4 1 y44005e4.txt FORM 4 1 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0287 [ ] Check this box if no longer subject Expires: September 30, 1998 to Section 16. Form 4 or Form 5 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Estimated average burden hours obligations may continue. per response 0.5 See Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses) 1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person(s) PAYSON, NORMAN C. OXFORD HEALTH PLANS, INC. ("OXHP") to Issuer (Check all applicable) (Last) (First) (Middle) 3. IRS or Social 4.Statement for Month/Year X Director 10% Owner Security Number ___ ___ 48 MONROE TURNPIKE of Reporting DECEMBER 2000 X Officer Other Person ___ ___ (Street) (Voluntary) (give title below) (specify below) TRUMBULL, CT 06611 5. If Amendment, CHAIRMAN AND CHIEF EXECUTIVE OFFICER Date of Original (City) (State) (Zip) (Month/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ___ ___ Form filed by More than One Reporting Person
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of (Instr.3) action action or Disposed of (D) Securities Form: Indirect Date Code (Instr. 3, 4 and 5) Beneficially Direct Beneficial (Instr. Owned at (D) or Ownership 8) End of Month Indirect (Month/ (A) or (Instr. 3 (I) (Instr. 4) Day/ Code V Amount (D) Price and 4) (Instr. 4) Year) COMMON STOCK 4/17/00 G* 1,000,000 D * * I TRUST* COMMON STOCK 12/28/00 J** 1,000,000 D ** 0 COMMON STOCK 12/28/00 J*** 644,330 D *** 0 COMMON STOCK 1,000,000 D
* On April 17, 2000, the Reporting Person's wife transferred 1,000,000 shares of the Issuer's common stock into a grantor retained annuity trust (the "Trust") of which the Reporting Person was the trustee. The Reporting Person's wife is the recipient of the annuity payments under the Trust, and trusts for the benefit of the Reporting Person's adult children are the recipients of the remainder interests of the Trust. ** On December 28, 2000, the Reporting Person resigned from his position as trustee of the Trust and an independent person was appointed in his place. The Reporting Person's wife has no investment control over the assets of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust. *** As previously reported, the Reporting Person had indirect beneficial ownership of 644,330 shares of the Issuer's common stock which are held by a limited liability company (the "LLC") of which the Reporting Person was the controlling member and the sole managing member. On December 28, 2000, the Reporting Person transferred his entire membership interest to his wife and resigned from his position as sole managing member of the LLC, and an independent person was appointed in his place. The Reporting Person's wife has no investment control over the assets of the LLC. The Reporting Person disclaims beneficial ownership of the shares held by the LLC. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Page 1 of 2 2 FORM 4 (CONTINUED) TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of Deriv- 6. Date Exer- 7. Title and Amount of Derivative sion or action action ative Securities Ac- cisable and Underlying Securities Security Exercise Date Code quired (A) or Dis- Expiration (Instr. 3 and 4) (Instr. 3) Price of (Instr. 8) posed of (D) Date Deri- (Instr. 3, 4 and 5) (Month/Day/ vative (Month/ Year) Security Day/ Year) Date Expira- Amount or Exer- tion Title Number of cisable Date Shares Code V (A) (D) STOCK OPTION * $14.4375 3/15/00 A V 400,000 3/15/01 3/15/07 COMMON STOCK 400,000 STOCK OPTION ** $14.4375 3/15/00 A V 400,000 6/15/00 3/15/07 COMMON STOCK 400,000 STOCK OPTION $18.063 3/3/00 3/3/06 COMMON STOCK 400,000 STOCK OPTION $ 6.0625 2/23/99 8/28/05 COMMON STOCK 1,000,000 STOCK OPTION $ 15.52 2/23/99 2/23/08 COMMON STOCK 2,000,000
1. Title of 8. Price 9. Number 10. Owner- 11. Nature Derivative of of deriv- ship of Security Deriv- ative Form of Indirect (Instr. 3) ative Secur- Deriv- Benefi- Secur- ities ative cial ity Bene- Security Owner- (Instr. ficially Direct ship 5) Owned (D) or (Instr. 4) at End Indirect of (I) Month (Instr. 4) (Instr. 4) STOCK OPTION * $14.4375 400,000 D STOCK OPTION ** $14.4375 400,000 D STOCK OPTION $18.063 400,000 D STOCK OPTION $ 6.0625 1,000,000 D STOCK OPTION $15.52 2,000,000 D
Explanation of Responses: * On March 15, 2000, the Reporting Person was granted a stock option to purchase 400,000 shares of the Issuer's common stock at $14.4375 per share. This option vests in four equal parts on an annual basis beginning on the first anniversary of the date of grant and expires in seven years. ** On March 15, 2000, the Reporting Person was granted a stock option to purchase 400,000 shares of the Issuer's common stock at $14.4375 per share. This option vests in eight equal parts on a quarterly basis beginning on June 15, 2000 and expires in seven years. Intentional misstatements or omissions of facts constitute Federal Criminal /S/ NORMAN C. PAYSON, M.D. 12/28/00 Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ** Signature of Reporting Person Date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number Page 2 of 2 SEC 1474 (7-96)