Statement of Changes in Beneficial Ownership (4)
January 27 2020 - 4:03PM
Edgar (US Regulatory)
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Walsh Kathleen E |
2. Issuer Name and Ticker or Trading Symbol
WELLCARE HEALTH PLANS, INC.
[
WCG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WELLCARE HEALTH PLANS, INC., 8735 HENDERSON ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/23/2020 |
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(Street)
TAMPA, FL 33634
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/23/2020 | | D | | 1512 | D | $0 (1) | 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 |
| Explanation of Responses: |
| (1) | Reflects disposition in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated March 26, 2019, by and among WellCare Health Plans, Inc. ("WellCare"), Centene Corporation ("Centene"), Wellington Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Centene ("Merger Sub I"), Wellington Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Centene ("Merger Sub II" and, together with Merger Sub I, "Merger Subs"), pursuant to which Merger Sub I merged with and into WellCare on January 23, 2020 (the "Effective Time"). Upon the Effective Time, each outstanding share of WCG common stock and each outstanding restricted stock unit held by a non-employee director was converted into the right to receive (i) $120.000 in cash and (ii) 3.38 validly issued, fully paid and non assessable shares of Centene's common stock, par value $0.001 per share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Walsh Kathleen E
C/O WELLCARE HEALTH PLANS, INC.
8735 HENDERSON ROAD
TAMPA, FL 33634 | X |
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Signatures
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| /s/ Michael W. Haber, attorney-in-fact | | 1/27/2020 |
| **Signature of Reporting Person | Date |
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