0001179110-16-022314.txt : 20160328 0001179110-16-022314.hdr.sgml : 20160328 20160328213656 ACCESSION NUMBER: 0001179110-16-022314 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160324 FILED AS OF DATE: 20160328 DATE AS OF CHANGE: 20160328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH NET INC CENTRAL INDEX KEY: 0000916085 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954288333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21650 OXNARD ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8186766000 MAIL ADDRESS: STREET 1: 225 N MAIN ST CITY: PUEBLO STATE: CO ZIP: 81003 FORMER COMPANY: FORMER CONFORMED NAME: FOUNDATION HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19970513 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19940207 FORMER COMPANY: FORMER CONFORMED NAME: HN MANAGEMENT HOLDINGS INC/DE/ DATE OF NAME CHANGE: 19931213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESCARRA VICKI B CENTRAL INDEX KEY: 0001197666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12718 FILM NUMBER: 161533476 MAIL ADDRESS: STREET 1: AMERICA'S SECOND HARVEST STREET 2: 35 EAST WACKER DR., SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60601 4 1 edgar.xml FORM 4 - X0306 4 2016-03-24 1 0000916085 HEALTH NET INC HNT 0001197666 ESCARRA VICKI B C/O HEALTH NET, INC. 21650 OXNARD STREET WOODLAND HILLS CA 91367 1 0 0 0 Common Stock 2016-03-24 4 D 0 14743 D 2264 D Common Stock 2016-03-24 4 D 0 2264 D 0 D Stock Option (Right to Buy) 55.72 2016-03-24 4 D 0 5713 D 2017-05-02 Common Stock 5713 0 D Stock Option (Right to Buy) 44.28 2016-03-24 4 D 0 7500 D 2016-07-27 Common Stock 7500 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015 (the "Merger Agreement"), by and among Health Net, Inc., a Delaware corporation (the "Company"), Centene Corporation, a Delaware corporation ("Centene"), Chopin Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene ("Merger Sub I"), and Chopin Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene, pursuant to which, among other things, Merger Sub I merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Centene (the "Merger"). Each such share of common stock of the Company was cancelled in the Merger and automatically converted into the right to receive $28.25 in cash, without interest (the "Cash Consideration"), and 0.622 of a share of common stock of Centene (the "Share Consideration"). Disposed of pursuant to the Merger Agreement. Represents unvested restricted stock units that did not vest in connection with the Merger. The restricted stock units were automatically converted into Centene awards relating to a number of shares of Centene's common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of the Company's common stock reported in this line item, multiplied by (ii) the Rollover Award Exchange Ratio (as defined in the Merger Agreement), but otherwise remain outstanding subject to the same terms and conditions (including time-based vesting conditions) as applied to such restricted stock units immediately prior to the consummation of the Merger. Each stock option was vested and presently exercisable immediately prior to the Merger. As a result of the Merger, each stock option was automatically converted into the right to receive (i) an amount of cash equal to the product of the number of shares of the Company's common stock subject to such stock option and the Cash Consideration and (ii) a number of shares of Centene's common stock equal to (x) the product of the number of shares of the Company's common stock subject to such stock option and the Share Consideration, less (y) a number of shares of Centene's common stock with a Parent Stock Value (as defined in the Merger Agreement) equal to the aggregate exercise price of such stock option. /s/ Vicki Escarra 2016-03-28