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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Metropolitan Health Networks, Inc. | NYSE:MDF | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.26 | 0.00 | 01:00:00 |
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
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person
*
SABO ROBERT J |
2. Issuer Name
and
Ticker or Trading Symbol
METROPOLITAN HEALTH NETWORKS INC [ MDF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __ X __ Other (specify below) Former Chief Financial Officer |
777 YAMATO ROAD, SUITE 510 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
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BOCA RATON, FL 33431 |
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 | 12/21/2012 | D | 294870 (1) (2) | D | $11.25 | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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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 | ||||||||
Employee Stock Options (Right to Buy) | $8.29 | 12/21/2012 | D | 45000 | (3) | 3/4/2022 | Common Stock | 45000 | $2.96 | 0 | D | ||||
Employee Stock Options (Right to Buy) | $4.97 | 12/21/2012 | D | 60800 | (3) | 2/28/2021 | Common Stock | 60800 | $6.28 | 0 | D | ||||
Employee Stock Options (Right to Buy) | $2.40 | 12/21/2012 | D | 109300 | (3) | 2/24/2020 | Common Stock | 109300 | $8.85 | 0 | D | ||||
Employee Stock Options (Right to Buy) | $1.62 | 12/21/2012 | D | 114300 | (3) | 2/5/2019 | Common Stock | 114300 | $9.63 | 0 | D | ||||
Employee Stock Options (Right to Buy) | $2.31 | 12/21/2012 | D | 48600 | (3) | 2/11/2018 | Common Stock | 48600 | $8.94 | 0 | D |
Explanation of Responses: | |
( 1) | On December 21, 2012, Metropolitan Health Networks, Inc. (the "Issuer") merged with and into Miner Acquisition Subsidiary, Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Humana Inc. ("Humana"), pursuant to the Agreement and Plan of Merger, dated November 3, 2012, by and among the Issuer, Humana and Merger Subsidiary. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common stock (other than shares of Common Stock owned by Metropolitan, Humana or Merger Subsidiary or any of their respective subsidiaries) was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes. |
( 2) | Includes 147,130 restricted shares of the Issuer's common stock. Pursuant to the Merger Agreement, each outstanding restricted share of the Issuer's Common Stock became fully vested and, at the effective time of the Merger, was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes. |
( 3) | Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock became fully vested and exercisable and, at the effective time of the Merger, was cancelled in exchange for the right to receive an amount in cash equal to $11.25 less the per share exercise price of the option, without interest and less any required withholding taxes. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
SABO ROBERT J
777 YAMATO ROAD SUITE 510 BOCA RATON, FL 33431 |
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Former Chief Financial Officer |
Signatures
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/s/ Robert J. Sabo | 12/24/2012 | |
** Signature of Reporting Person |
Date
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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). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1 Year Metropolitan Health Networks, Inc. Chart |
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