- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * PFENNIGER RICHARD C JR	2. Issuer Name and Ticker or Trading Symbol CONTINUCARE CORP [ CNU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) CEO and President
(Last)          (First)          (Middle) 7200 CORPORATE CENTER DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/4/2011
(Street) MIAMI, FL 33126 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/4/2011		M		42016	A	$2.38	1121759	D
Common Stock	10/4/2011		M		144404	A	$2.77	1266163	D
Common Stock	10/4/2011		M		39840	A	$2.51	1306003	D
Common Stock	10/4/2011		D		1306003	D	(1)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)   (1)	$2.38	10/4/2011		M		42016		(2)	9/19/2018	Common Stock, par value $.0001	42016	$ 0	0	D
Stock Option (Right to Buy)   (1)	$2.77	10/4/2011		M		144404		(3)	9/12/2016	Common Stock, par value $.0001	144404	$ 0	0	D
Stock Option (Right to Buy)   (1)	$2.51	10/4/2011		M		39840		(4)	9/11/2017	Common Stock, par value $.0001	39840	$ 0	0	D
Stock Option (Right to Buy)   (1)	$3.51	10/4/2011		D			250000	(5)	9/15/2020	Common Stock, par value $.0001	250000	$2.94   (5)	0	D
Stock Option (Right to Buy)   (1)	$2.51	10/4/2011		D			110160	(6)	9/11/2017	Common Stock, par value $.0001	110160	$3.94   (6)	0	D
Stock Option (Right to Buy)   (7)	$2.77	10/4/2011		D			5596	(7)	9/12/2016	Common Stock, par value $.0001	5596	$3.68   (7)	0	D
Stock Option (Right to Buy)	$2.38	10/4/2011		D			132984	(8)	9/19/2018	Common Stock, par value $.0001	132984	$4.07   (8)	0	D
Stock Option (Right to Buy)	$3.13	10/4/2011		D			175000	(9)	9/15/2019	Common Stock, par value $.0001	175000	$3.32   (9)	0	D
Stock Option (Right to Buy)	$2.42	10/4/2011		D			200000	(10)	12/6/2015	Common Stock, par value $.0001	200000	$4.03   (10)	0	D
Stock Option (Right to Buy)	$3.51	10/4/2011		D			150000	(11)	9/15/2020	Common Stock, par value $.0001	150000	$2.94   (11)	0	I	By wife
Stock Option (Right to Buy)	$3.13	10/4/2011		D			100000	(12)	9/15/2019	Common Stock, par value $.0001	100000	$3.32   (12)	0	I	By wife
Stock Option (Right to Buy)	$2.69	10/4/2011		D			100000	(13)	5/26/2015	Common Stock, par value $.0001	100000	$3.76   (13)	0	I	By wife
Stock Option (Right to Buy)	$2.38	10/4/2011		D			100000	(14)	9/19/2018	Common Stock, par value $.0001	100000	$4.07   (14)	0	I	By wife
Stock Option (Right to Buy)	$2.51	10/4/2011		D			75000	(15)	9/11/2017	Common Stock, par value $.0001	75000	$3.94   (15)	0	I	By wife
Stock Option (Right to Buy)	$2.42	10/4/2011		D			75000	(16)	12/6/2015	Common Stock, par value $.0001	75000	$4.03   (16)	0	I	By wife
Stock Option (Right to Buy)	$2.77	10/4/2011		D			75000	(17)	9/12/2016	Common Stock, par value $.0001	75000	$3.68   (17)	0	I	By wife

Explanation of Responses:
( 1)	Disposed of pursuant to an Agreement and Plan of Merger, dated June 26, 2011, by and among Continucare Corporation, Metropolitan Health Networks, Inc. ("Metropolitan") and Cab Merger Sub, Inc., a wholly owned subsidiary of Metropolitan (the "Merger Agreement"), in exchange for $6.25 in cash, without interest, and 0.0414 of a share of Metropolitan common stock.
( 2)	This option provided for vesting in four equal annual installments beginning on September 19, 2009.
( 3)	This option provided for vesting in four equal annual installments beginning on September 12, 2007.
( 4)	This option provided for vesting in four equal annual installments beginning on September 11, 2008.
( 5)	This option, which provided for vesting in four equal annual installments beginning on September 15, 2011, was canceled, pursuant to the Merger Agreement, for a cash payment of $735,000, representing the difference between the exercise price of the option and $6.45.
( 6)	This option, which provided for vesting in three equal annual installments beginning on September 11, 2008, was canceled, pursuant to the Merger Agreement, for a cash payment of $434,030.40, representing the difference between the exercise price of the option and $6.45.
( 7)	This option, which provided for vesting in four equal annual installments beginning on September 12, 2007, was canceled, pursuant to the Merger Agreement, for a cash payment of $20,593.28, representing the difference between the exercise price of the option and $6.45.
( 8)	This option, which provided for vesting in four equal annual installments beginning on September 19, 2009, was canceled, pursuant to the Merger Agreement, for a cash payment of $541,244.88, representing the difference between the exercise price of the option and $6.45.
( 9)	This option, which provided for vesting in four equal annual installments beginning on September 15, 2010, was canceled, pursuant to the Merger Agreement, for a cash payment of $581,000, representing the difference between the exercise price of the option and $6.45.
( 10)	This option, which provided for vesting in four equal annual installments beginning on December 6, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $806,000, representing the difference between the exercise price of the option and $6.45.
( 11)	This option, which provided for vesting in four equal annual installments beginning on September 15, 2011, was canceled, pursuant to the Merger Agreement, for a cash payment of $441,000, representing the difference between the exercise price of the option and $6.45.
( 12)	This option, which provided for vesting in four equal annual installments beginning on September 15, 2010, was canceled, pursuant to the Merger Agreement, for a cash payment of $332,000, representing the difference between the exercise price of the option and $6.45.
( 13)	This option, which provided for vesting in four equal annual installments beginning on May 26, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $376,000, representing the difference between the exercise price of the option and $6.45.
( 14)	This option, which provided for vesting in four equal annual installments beginning on September 19, 2009, was canceled, pursuant to the Merger Agreement, for a cash payment of $407,000, representing the difference between the exercise price of the option and $6.45.
( 15)	This option, which provided for vesting in four equal annual installments beginning on September 11, 2008, was canceled, pursuant to the Merger Agreement, for a cash payment of $295,000, representing the difference between the exercise price of the option and $6.45.
( 16)	This option, which provided for vesting in four equal annual installments beginning on December 6, 2006, was canceled, pursuant to the Merger Agreement, for a cash payment of $302,250, representing the difference between the exercise price of the option and $6.45.
( 17)	This option, which provided for vesting in four equal annual installments beginning on September 12, 2007, was canceled, pursuant to the Merger Agreement, for a cash payment of $276,000, representing the difference between the exercise price of the option and $6.45.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PFENNIGER RICHARD C JR 7200 CORPORATE CENTER DRIVE MIAMI, FL 33126	X		CEO and President

Signatures
/s/ Richard C. Pfenniger, Jr.		10/6/2011
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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