Caskie Lewis - Jan 4, 2022 Form 4 Insider Report for MAGELLAN HEALTH INC (MGLN)

Role
Chief Human Resources Officer
Signature
/s/ Caskie Lewis-Clapper
Stock symbol
MGLN
Transactions as of
Jan 4, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 04:16 PM

Transactions Table

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 -19.5K -100% 0 Jan 4, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MGLN Stock Options Disposed to Issuer -20.3K -100% 0 Jan 4, 2022 Common Stock 20.3K $66.57 Direct F2
transaction MGLN Stock Options Disposed to Issuer -14.1K -100% 0 Jan 4, 2022 Common Stock 14.1K $99.45 Direct F3
transaction MGLN Stock Option Disposed to Issuer -12.9K -100% 0 Jan 4, 2022 Common Stock 12.9K $68.50 Direct F4
transaction MGLN Stock Option Disposed to Issuer -12.3K -100% 0 Jan 4, 2022 Common Stock 12.3K $64.87 Direct F5
transaction MGLN Stock Option Disposed to Issuer -30.8K -100% 0 Jan 4, 2022 Common Stock 30.8K $63.95 Direct F6
transaction MGLN Restricted Stock Units Disposed to Issuer -4.87K -100% 0 Jan 4, 2022 Common Stock 4.87K $0.00 Direct F7, F8
transaction MGLN Restricted Stock Units Disposed to Issuer -9.73K -100% 0 Jan 4, 2022 Common Stock 9.73K $0.00 Direct F7, F9
transaction MGLN Performance-Based Restricted Stock Units Disposed to Issuer -5.31K -100% 0 Jan 4, 2022 Common Stock 5.31K $0.00 Direct F7, F10
transaction MGLN Performance-Based Restricted Stock Units Disposed to Issuer -6.09K -100% 0 Jan 4, 2022 Common Stock 6.09K $0.00 Direct F7, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 These options previously granted on March 5, 2019, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on March 5, 2022.
F3 These options previously granted on March 5, 2018, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement.
F4 These options previously granted on March 3, 2017, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement.
F5 These options previously granted on March 3, 2016, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement.
F6 These options previously granted on March 4, 2015, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement.
F7 Not applicable.
F8 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.
F9 These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for vesting in one-third increments 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.
F10 These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 5, 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.
F11 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.