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WCG WellCare Health Plans Inc

349.92
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
WellCare Health Plans Inc NYSE:WCG NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 349.92 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

22/01/2020 9:16pm

Edgar (US Regulatory)


FORM 4 [ ] 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
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Radu Michael P
2. Issuer Name and Ticker or Trading Symbol

WELLCARE HEALTH PLANS, INC. [ WCG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Quality and Pharmacy
(Last)          (First)          (Middle)

C/O WELLCARE HEALTH PLANS, INC., 8735 HENDERSON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2020
(Street)

TAMPA, FL 33634
(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 1/17/2020  A(1)  6365 A$0 28722 D  
Common Stock 1/17/2020  M(2)  403 A$0 29125 D  
Common Stock 1/17/2020  F(3)  2240 D$338.83 26885 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (4)1/17/2020  M     403   (5) (5)Common Stock 403 $0 0 D  

Explanation of Responses:
(1) Relates to performance stock unit ("PSU") awards granted to the Reporting Person on 3/22/17. The Compensation Committee certified PSU awards would vest and settle based on a net income margin goal for the year ended 12/31/19 achieved at 200% of target, or 2,416 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal for the three years ended 12/31/19 achieved at 200% of target, or 2,004 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal for the three years ended 12/31/19 achieved at 161% of target, or 1,945 shares. Vesting and settlement of the PSUs were accelerated to 1/17/20 to effect treatment contemplated by the Agreement and Plan of Merger by and between Centene Corporation, WellCare Health Plans, Inc. and other parties thereto filed on Form 8-K on March 27, 2019 (the "Merger Agreement").
(2) Vesting of restricted stock units granted to the Reporting Person on 3/22/17 for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(3) Forfeiture of shares to satisfy tax obligations related to stock units for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(4) Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
(5) Vesting and settlement of the restricted stock units were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Radu Michael P
C/O WELLCARE HEALTH PLANS, INC.
8735 HENDERSON ROAD
TAMPA, FL 33634


EVP, Quality and Pharmacy

Signatures
/s/ Michael Haber, attorney-in-fact1/22/2020
**Signature of Reporting PersonDate

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