SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WellCare Holdings, LLC (Last) (First) (Middle) C/O WELLCARE HEALTH PLANS, INC. 6800 N. DALE MABRY HIGHWAY, SUITE 268 (Street) TAMPA FL 33614 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2004	3. Issuer Name and Ticker or Trading Symbol WELLCARE GROUP INC [ WCG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* WellCare Holdings, LLC (Last) (First) (Middle) C/O WELLCARE HEALTH PLANS, INC. 6800 N. DALE MABRY HIGHWAY, SUITE 268 (Street) TAMPA FL 33614 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPEP GENERAL PARTNER LLC (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOROS PRIVATE EQUITY INVESTORS LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPEP GENERAL PARTNER LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOROS GEORGE (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QIH MANAGEMENT INVESTOR LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QIH MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Soros Private Equity Investors LP is a Delaware limited partnership ("SPEI"). SPEI, by virtue of owning a majority of the interests in WellCare Holdings, LLC, a Delaware limited liability company ("WellCare Holdings"), may be deemed to be a beneficial owner of the shares of the Issuer's common stock held for the account of WellCare Holdings.

2. The general partner of SPEI is SPEP General Partner LP, a Delaware limited partnership ("SPEP GP LP"). An investment committee of SPEP GP LP exercises exclusive decision-making authority with regard to the acquisition and disposition of, and voting power with respect to, investments by SPEI. SPEP GP LP's general partner is SPEP General Partner LLC, a Delaware limited liability company, whose managing member is QIH Management Investor, L.P., a Delaware limited partnership, whose sole general partner is QIH Management LLC, a Delaware limited liability company, whose sole managing member is Soros Fund Management LLC, a Delaware limited liability company ("SFM"). George Soros is the Chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of SPEI.

Remarks:

(1) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P. (2) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC. (3) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM. (4) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP, the general partner of SPEI. (5) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC. (6) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP. (7) Mr. Brown is signing in his capacity as Attorney-in-Fact for Mr. George Soros.

	/s/ Thaddeus Bereday, General Counsel	06/30/2004
	John F. Brown, SPEP General Partner LLC (see General Remarks (5))	06/30/2004
	John F. Brown, Soros Fund Management LLC (see General Remarks (3))	06/30/2004
	John F. Brown, Soros Private Equity Investors LP (see General Remarks (4))	06/30/2004
	John F. Brown, SPEP General Partner LP (see General Remarks (6))	06/30/2004
	John F. Brown (see General Remarks (7))	06/30/2004
	John F. Brown, QIH Management Investor, L.P. (see General Remarks (1))	06/30/2004
	John F. Brown, QIH Management LLC (see General Remarks (2))	06/30/2004
	** Signature of Reporting Person	Date
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