-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvOEH0IHvd/LOfI9Lh8k2048UR/7cyHYkRq8xdJZ1DTVb77hbMU84AKrD8PA8fVQ nLSakk1Jalukz5wdhP/COg== 0001194499-04-000013.txt : 20040802 0001194499-04-000013.hdr.sgml : 20040802 20040802135817 ACCESSION NUMBER: 0001194499-04-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040729 FILED AS OF DATE: 20040802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOLE MARC M CENTRAL INDEX KEY: 0001194499 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16437 FILM NUMBER: 04944592 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2034596000 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-07-29 1 0000865084 OXFORD HEALTH PLANS INC OHP 0001194499 KOLE MARC M 48 MONROE TURNPIKE TRUMBULL CT 06611 0 1 0 0 SVP-Finance & Controller Common Stock 2004-07-29 4 D 0 7500 D 0 D Common Stock 2004-07-29 4 D 0 198.985 D 0 I 401 (k) Stock Option 37.0625 2004-07-29 4 D 0 25000 D 2008-01-02 Common Stock 25000 0 D Stock Option 25.59 2004-07-29 4 D 0 30000 D 2008-10-17 Common Stock 30000 0 D Stock Option 26.84 2004-07-29 4 D 0 45000 D 2010-03-14 Common Stock 45000 0 D Stock Option 47.91 2004-07-29 4 D 0 6052 D 2011-03-02 Common Stock 6052 0 D Stock Option 47.91 2004-07-29 4 D 0 8448 D 2011-03-02 Common Stock 8448 0 D These shares represent the Reporting Person's restricted stock units which were assumed by United HealthGroup Incorporated ("United"), pursuant to the merger agreement between the Issuer and United dated April 26, 2004 in the merger and replaced with restricted stock units for 6,660 shares of United with a vesting schedule of March 2, 2007, 2008 and 2009. Pursuant to the merger agreement between the Issuer and United, dated as of April 26, 2004, exchanged for (a) 126 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $3,201.66. these shares were acquired through the Issuer's 401(k) Plan at the price of the Issuer's common stock at periodic intervals in accordance with the Issuer's payroll schedule. The Reporting person is 100% vested in these shares. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 22,202 shares of United common stock for $41.74 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 26,643 shares of United common stock for $28.82 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 39,964 shares of United common stock for $30.23 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 5,374 shares of United common stock for $53.95 per share. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and United on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 7,501 shares of United common stock for $53.95 per share. Marc Kole 2004-08-02 -----END PRIVACY-ENHANCED MESSAGE-----