| 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 | 24 | A | (1) | 4,549 | I | by Managed Account | ||
| Common Stock | 05/07/2013 | D | 4,549 | D | (2) | 0 | I | by Managed Account | ||
| Common Stock Restricted | 05/07/2013 | F | 5,337 | D | (3) | 70,203 | D | |||
| Common Stock Restricted | 05/07/2013 | D | 70,203 | A | (4) | 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $18.07 | 05/07/2013 | D | 33,333 | (5) | 06/22/2019 | Common Stock | 33,333 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $20.46 | 05/07/2013 | D | 20,000 | (6) | 05/26/2020 | Common Stock | 20,000 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $29.98 | 05/07/2013 | D | 58,373 | (7) | 05/24/2022 | Common Stock | 58,373 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $36.11 | 05/07/2013 | D | 48,403 | (8) | 06/22/2021 | Common Stock | 48,403 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $44.2 | 05/07/2013 | D | 75,000 | (9) | 05/19/2018 | Common Stock | 75,000 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $47.9 | 05/07/2013 | D | 22,500 | (10) | 06/20/2015 | Common Stock | 22,500 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $51.3 | 05/07/2013 | D | 37,500 | (11) | 05/22/2016 | Common Stock | 37,500 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $60.01 | 05/07/2013 | D | 50,000 | (12) | 05/22/2017 | Common Stock | 50,000 | $0 | 0 | D | ||||
| Performance Share Units | (13) | 05/07/2013 | A | 33,522 | (13) | (13) | Common Stock | 33,522 | $0 | 33,522 | D | ||||
| Performance Share Units | (13) | 05/07/2013 | D | 33,522 | (13) | (13) | Common Stock | 33,522 | $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. Sale of restricted common stock, with all restrictions lapsed, back to the Company to pay withholding taxes upon the lapse of all restrictions on restricted stock held by the reporting person pursuant to the Merger Agreement. |
| 4. Restricted common stock, with all restrictions lapsed, of the Company disposed of pursuant to the Merger Agreement. Each share of Company common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price. |
| 5. This option, which provided for vesting in equal annual installments over a three-year period beginning June 22, 2010, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) 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") over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option. |
| 6. This option, which provided for vesting in equal annual installments over a three-year period beginning May 26, 2011, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option. |
| 7. This option, which provided for vesting in equal annual installments over a three-year period beginning May 24, 2013, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option. |
| 8. This option, which provided for vesting in equal annual installments over a three-year period beginning June 22, 2012, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option. |
| 9. This option, which provided for vesting in equal annual installments over a four-year period beginning May 19, 2009, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option. |
| 10. This option, which provided for vesting in equal annual installments over a four-year period beginning June 20, 2006, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid on the 12-month anniversary of the closing of the merger (subject to acceleration upon certain terminations of employment). The cash payment represents the product of (A) $2.25 and (B) the total number of shares of Company common stock subject to the option. |
| 11. This option, which provided for vesting in equal annual installments over a four-year period beginning May 22, 2007, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid on the 12-month anniversary of the closing of the merger (subject to acceleration upon certain terminations of employment). The cash payment represents the product of (A) $2.25 and (B) the total number of shares of Company common stock subject to the option. |
| 12. This option, which provided for vesting in equal annual installments over a four-year period beginning May 22, 2008, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid on the 12-month anniversary of the closing of the merger (subject to acceleration upon certain terminations of employment). The cash payment represents the product of (A) $1.00 and (B) the total number of shares of Company common stock subject to the option. |
| 13. The reporting person was previously awarded the 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 Equity Award Cash Consideration and (B) the target number of shares of Company common stock underlying the performance share units. |
| Shirley R. Smith on behalf of Thomas C. Zielinski 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. | ||