| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGLN | Ordinary Common Stock, $0.01 par value | Disposed to Issuer | -17.1K | -100% | 0 | Jan 4, 2022 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGLN | Restricted Stock Units | Disposed to Issuer | -8.58K | -100% | 0 | Jan 4, 2022 | Common Stock | 8.58K | $0.00 | Direct | F2, F3 | ||
| transaction | MGLN | Restricted Stock Units | Disposed to Issuer | -22.2K | -100% | 0 | Jan 4, 2022 | Common Stock | 22.2K | $0.00 | Direct | F2, F4 | ||
| transaction | MGLN | Restricted Stock Units | Disposed to Issuer | -43.1K | -100% | 0 | Jan 4, 2022 | Common Stock | 43.1K | $0.00 | Direct | F2, F5 | ||
| transaction | MGLN | Performance-Based Restricted Stock Units | Disposed to Issuer | -18.4K | -100% | 0 | Jan 4, 2022 | Common Stock | 18.4K | $0.00 | Direct | F2, F6 | ||
| transaction | MGLN | Performance-Based Restricted Stock Units | Disposed to Issuer | -27.7K | -100% | 0 | Jan 4, 2022 | Common Stock | 27.7K | $0.00 | Direct | F2, F7 |
Kenneth J. Fasola is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration"). |
| F2 | Not applicable. |
| F3 | These unvested restricted stock units previously granted by the Issuer on December 2, 2019 , which provided for vesting on December 2, 2022, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. |
| F4 | These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. |
| F5 | These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for a one-third vesting of shares on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. |
| F6 | These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on December 2, 2019 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. |
| F7 | These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement. |