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