-----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, TWM4dC4/MG3neLqOjLrzzMIH0TVbXDzLJZvlDrfxH+K42Itzrb0e+yigQSCmkZQv FrrL983/oFyC8AKvl1nS6A== 0001253600-04-000002.txt : 20040708 0001253600-04-000002.hdr.sgml : 20040708 20040708190027 ACCESSION NUMBER: 0001253600-04-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040707 FILED AS OF DATE: 20040708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS PRIVATE EQUITY INVESTORS LP CENTRAL INDEX KEY: 0001253600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906889 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPEP GENERAL PARTNER LLC CENTRAL INDEX KEY: 0001253602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906887 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPEP GENERAL PARTNER LP CENTRAL INDEX KEY: 0001253606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906888 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QIH MANAGEMENT LLC CENTRAL INDEX KEY: 0001237658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906885 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2122626300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QIH MANAGEMENT INVESTOR LP CENTRAL INDEX KEY: 0001237660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906886 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2122626300 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WELLCARE GROUP INC CENTRAL INDEX KEY: 0001279363 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 470937650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6800 NORTH DALE MABRY HWY STREET 2: SUITE 268 CITY: TAMPA STATE: FL ZIP: 33614 BUSINESS PHONE: 8132906200 MAIL ADDRESS: STREET 1: 6800 NORTH DALE MABRY HWY STREET 2: SUITE 268 CITY: TAMPA STATE: FL ZIP: 33614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906884 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32209 FILM NUMBER: 04906883 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-07-07 0001279363 WELLCARE GROUP INC WCG 0001253600 SOROS PRIVATE EQUITY INVESTORS LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001253606 SPEP GENERAL PARTNER LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001253602 SPEP GENERAL PARTNER LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001237660 QIH MANAGEMENT INVESTOR LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001237658 QIH MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 Common Stock 2004-07-07 4 S 0 1100000 15.81 D 22308839 D Pursuant to a merger (the "Merger") between the Issuer and its 100% parent, WellCare Holdings LLC, a Delaware limited liability company ("WellCare Holdings"), shares of the Issuer's common stock, par value $.01 per share ("Shares"), were issued in exchange for membership interests in WellCare Holdings. Pursuant to the Merger, WellCare Holdings has been merged with and into the Issuer and is no longer a Reporting Person. Soros Private Equity Investors LP, a Delaware limited partnership ("SPEI"), held a majority of the membership interests in WellCare Holdings prior to the Merger. As a result of the Merger, SPEI received 23,408,839 Shares in exchange for its membership interests in WellCare Holdings. This exempt transaction resulted in no change in SPEI's or the other Reporting Owners' beneficial ownership of or pecuniary interest in the Shares. 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. (3) 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. (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. (5) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Managment 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. (7) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC. (8) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM. John F. Brown, Soros Private Equity Investors LP (3) 2004-07-08 John F. Brown, SPEP General Partner LP (4) 2004-07-08 John F. Brown, SPEP General Partner LLC (5) 2004-07-08 John F. Brown, QIH Management Investor, L.P. (6) 2004-07-08 John F. Brown, QIH Management LLC (7) 2004-07-08 John F. Brown, Soros Fund Management LLC (8) 2004-07-08 John F. Brown, as Attorney-in-Fact for Mr. George Soros 2004-07-08 -----END PRIVACY-ENHANCED MESSAGE-----