| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 05/07/2013 | A | 240 | A | (1) | 5,293 | I | 401K Managed Account | ||
| Common Stock | 05/07/2013 | D | 5,293 | D | (2) | 0 | I | 401K Managed Account | ||
| Common Stock | 05/07/2013 | D | 500,004 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance Share Units | (4) | 05/07/2013 | A | 278,093 | (4) | (4) | Common Stock | 278,093 | $0 | 278,093 | D | ||||
| Performance Share Units | (4) | 05/07/2013 | D | 278,093 | (4) | (4) | Common Stock | 278,093 | $0 | 0 | D | ||||
| Restore | (5) | 05/07/2013 | A | 2,201 | (5) | (5) | Common Stock | 2,201 | $0 | 48,188 | D | ||||
| Restore | (6) | 05/07/2013 | D | 48,188 | (6) | (6) | Common Stock | 48,188 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 05/07/2013 | A | 55,833 | (7) | (7) | Restricted Stock Units | 55,833 | $0 | 136,972 | D | ||||
| Restricted Stock Units | (7) | 05/07/2013 | D | 136,972 | (7) | (7) | Restricted Stock Units | 0 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Common Stock of Coventry Health Care, Inc. (the "Company") acquired in the reporting person's 401(k) Plan account through payroll deduction and employer matching contributions at various prices at market value since the last ownership filing. |
| 2. Common stock of the Company acquired by and on behalf of the reporting person through the Company's 401(k) Plan and disposed of pursuant to the Agreement and Plan of Merger, dated as of August 19, 2012, as amended, among Aetna Inc. ("Aetna"), the Company and Jaguar Merger Subsidiary, Inc. (the "Merger Agreement") in exchange for $27.30 in cash and .3885 share of Aetna common stock for each share of Company common stock. The shares of Aetna common stock received pursuant to the Merger Agreement have a market value of $57.93, which was calculated by taking the average of the volume weighted average of the trading prices for Aetna's common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trading days prior to the completion of the merger (the "Aetna Stock Price"). |
| 3. Common stock of the Company disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price. |
| 4. The reporting person was previously awarded performance share units that were scheduled to vest over time and based on future Company performance through December 31, 2013. These performance share units were cancelled at target pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the sum of (x) $27.30 plus (y) the value equal to the product of the Aetna Stock Price ($57.93) multiplied by .3885 (which sum of the amounts in clauses (x) and (y) equals $49.80 and is referred to as the "Equity Award Cash Consideration") and (B) the target number of shares of Company common stock underlying the performance share units. |
| 5. Common stock acquired in reporting person's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") account through payroll deduction at various prices at market value since the last ownership filing. The common stock is acquired and held in the name of the RESTORE rabbi trust and allocated to the reporting person's account. There is no conversion or exercise price, nor is there a date exercisable or expiration date. The shares are sold and paid out in cash six months after the reporting person's retirement or other termination from service. |
| 6. Common stock held indirectly by the reporting person through RESTORE and disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price. |
| 7. The reporting person was previously awarded 55,833 restricted stock units that were scheduled to vest over time and based on future Company performance through December 31, 2013, which performance requirement was deemed met upon completion of the merger. The reporting person previously has reported the acquisition of 81,139 restricted stock units the performance criteria for which were met as of December 31, 2012. The combined total of 136,972 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the number of shares of Company common stock underlying the restricted stock units. The cash payment for the 81,139 restricted stock units will be made in January 2014 based on the Equity Award Cash Consideration. |
| Shirley R. Smith on behalf of Allen F. Wise by Power of Attorney | 05/09/2013 | |
| ** 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). | ||
| ** 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 Number. | ||