0001140361-16-071049.txt : 20160628 0001140361-16-071049.hdr.sgml : 20160628 20160628165156 ACCESSION NUMBER: 0001140361-16-071049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160627 FILED AS OF DATE: 20160628 DATE AS OF CHANGE: 20160628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL AMERICAN CORP. CENTRAL INDEX KEY: 0001514128 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 274683816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 SOUTH BROADWAY, 12TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-597-2900 MAIL ADDRESS: STREET 1: 44 SOUTH BROADWAY, 12TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL AMERICAN SPIN CORP. DATE OF NAME CHANGE: 20110228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERRY RICHARD C CENTRAL INDEX KEY: 0000925183 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35149 FILM NUMBER: 161736624 MAIL ADDRESS: STREET 1: C/O PERRY CORP STREET 2: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0306 4 2016-06-27 1 0001514128 UNIVERSAL AMERICAN CORP. UAM 0000925183 PERRY RICHARD C C/O PERRY CORP., 767 FIFTH AVAENUE, 19TH FLOOR NEW YORK NY 10153 1 0 0 0 Non-Voting Common Stock, par value $0.01 per share 2016-06-27 4 S 0 761306 6.80 D 0 I By Perry Partners, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 S 0 2705369 6.80 D 5199 I By Perry Partners, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 J 0 5199 0 D 0 I By Perry Partners, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 S 0 6750 6.80 D 9650 I By Perry Partners International Master, Inc. Common Stock, par value $0.01 per share 2016-06-27 4 J 0 9650 0 D 0 I By Perry Partners International Master, Inc. Non-Voting Common Stock, par value $0.01 per share 2016-06-27 4 S 0 81745 6.80 D 0 I By Perry Private Opportunities Offshore Fund, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 S 0 89799 6.80 D 256 I By Perry Private Opportunities Offshore Fund, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 J 0 256 0 D 0 I By Perry Private Opportunities Offshore Fund, L.P. Non-Voting Common Stock, par value $0.01 per share 2016-06-27 4 S 0 447607 6.80 D 0 I By Perry Private Opportunities Fund, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 S 0 491680 6.80 D 1409 I By Perry Private Opportunities Fund, L.P. Common Stock, par value $0.01 per share 2016-06-27 4 J 0 1409 0 D 0 I By Perry Private Opportunities Fund, L.P. Non-Voting Common Stock par value $0.01 per share 2016-06-27 4 S 0 2009342 6.80 D 0 I By Perry Partners International, Inc. Common Stock, par value $0.01 per share 2016-06-27 4 S 0 4417917 6.80 D 0 I By Perry Partners International, Inc. Stock Option (Right to Buy) 9.81 2016-06-27 4 J 0 7716 1.00 D 2017-05-30 Common Stock, par value $0.01 per share 7716 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 9.81 2016-06-27 4 J 0 14322 1.00 D 2017-05-30 Common Stock, par value $0.01 per share 14322 0 I By Perry Partners, International Master, L.P. Stock Option (Right to Buy) 9.81 2016-06-27 4 J 0 382 1.00 D 2017-05-30 Common Stock, par value $0.01 per share 382 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 9.81 2016-06-27 4 J 0 2091 1.00 D 2017-05-30 Common Stock, par value $0.01 per share 2091 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 2327 0 D 2018-05-29 Common Stock, par value $0.01 per share 2327 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 6980 0.65 D 2018-05-29 Common Stock, par value $0.01 per share 6980 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 4318 0 D 2018-05-29 Common Stock, par value $0.01 per share 4318 0 I By Perry Partners International Master, Inc. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 12957 0.65 D 2018-05-29 Common Stock, par value $0.01 per share 12957 0 I By Perry Partners International Master, Inc. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 115 0 D 2018-05-29 Common Stock, par value $0.01 per share 115 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 346 0.65 D 2018-05-29 Common Stock, par value $0.01 per share 346 0 I By Perry Partners Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 631 0 D 2018-05-29 Common Stock, par value $0.01 per share 631 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 9.16 2016-06-27 4 J 0 1891 0.65 D 2018-05-29 Common Stock, par value $0.01 per share 1891 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 4070 0 D 2019-05-28 Common Stock, par value $0.01 per share 4070 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 4070 0.25 D 2019-05-28 Common Stock, par value $0.01 per share 4070 0 I By Perry Partners, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 7554 0 D 2019-05-28 Common Stock, par value $0.01 per share 7554 0 I By Perry Partners International Master, Inc. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 7555 0.25 D 2019-05-28 Common Stock, par value $0.01 per share 7555 0 I By Perry Partners International Master, Inc. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 202 0 D 2019-05-28 Common Stock, par value $0.01 per share 202 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 202 0.25 D 2019-05-28 Common Stock, par value $0.01 per share 202 0 I By Perry Private Opportunities Offshore Fund, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 1103 0 D 2019-05-28 Common Stock, par value $0.01 per share 1103 0 I By Perry Private Opportunities Fund, L.P. Stock Option (Right to Buy) 7.96 2016-06-27 4 J 0 1103 0.25 D 2019-05-28 Common Stock, par value $0.01 per share 1103 0 I By Perry Private Opportunities Fund, L.P. The direct or indirect general partner and/or investment manager of Perry Partners, L.P., Perry Partners International, Inc., Perry Partners International Master , Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P. (collectively, the "Perry Funds") is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by the Perry Funds. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose. Pursuant to that certain Stock Purchase Agreement, dated as of June 21, 2016, by and between the Perry Funds and the Issuer (the "Stock Purchase Agreement"), the Perry Funds agreed, subject to certain closing conditions, to sell each share of Non-Voting Common Stock, par value $0.01 per share, and Common Stock, par value $0.01 per share, for a purchase price equal to $6.80 per share. The closing of the transactions contemplated by the Stock Purchase Agreement occurred on June 27, 2016. Each unvested share of restricted Common Stock was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration. This option was exercisable in four equal installments beginning on May 30, 2013, 2014, 2015 and 2016. This option was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration. This option was exercisable in four equal installments beginning on May 29, 2014, 2015, 2016 and 2017. This option was exercisable in four equal installments beginning on May 28, 2015, 2016, 2017 and 2018. This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $1.00 for each such option as consideration for the cancellation. This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.65 for each such option as consideration for the cancellation. This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.25 for each such option as consideration for the cancellation. The original exercise price of $9.81 was adjusted to account for stock dividends totaling $3.35. The original exercise price of $9.16 was adjusted to account for stock dividends totaling $2.35. The original exercise price of $7.96 was adjusted to account for stock dividends totaling $0.75. /s/ Michael C. Neus, as attorney-in-fact 2016-06-28