James E. Murray - Jan 2, 2022 Form 4 Insider Report for MAGELLAN HEALTH INC (MGLN)

Role
President and COO
Signature
/s/ James E. Murray
Stock symbol
MGLN
Transactions as of
Jan 2, 2022
Transactions value $
-$82,736
Form type
4
Date filed
1/4/2022, 04:19 PM
Next filing
Oct 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGLN Ordinary Common Stock, $0.01 par value Options Exercise +3.26K +30.17% 14.1K Jan 2, 2022 Direct F1, F2
transaction MGLN Ordinary Common Stock, $0.01 par value Tax liability -$82.7K -871 -6.19% $94.99 13.2K Jan 2, 2022 Direct F3, F4
transaction MGLN Ordinary Common Stock, $0.01 par value Disposed to Issuer -13.2K -100% 0 Jan 4, 2022 Direct F5

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 Restricted Stock Units Options Exercise -3.26K -50% 3.26K Jan 2, 2022 Common Stock 3.26K $0.00 Direct F1, F2, F6
transaction MGLN Stock Options Disposed to Issuer -25.3K -100% 0 Jan 4, 2022 Common Stock 25.3K $76.64 Direct F7
transaction MGLN Restricted Stock Units Disposed to Issuer -3.26K -100% 0 Jan 4, 2022 Common Stock 3.26K $0.00 Direct F2, F8
transaction MGLN Restricted Stock Units Disposed to Issuer -14.6K -100% 0 Jan 4, 2022 Common Stock 14.6K $0.00 Direct F2, F9
transaction MGLN Restricted Stock Units Disposed to Issuer -28.3K -100% 0 Jan 4, 2022 Common Stock 28.3K $0.00 Direct F2, F10
transaction MGLN Performance-Based Restricted Stock Units Disposed to Issuer -14K -100% 0 Jan 4, 2022 Common Stock 14K $0.00 Direct F2, F11
transaction MGLN Performance-Based Restricted Stock Units Disposed to Issuer -18.2K -100% 0 Jan 4, 2022 Common Stock 18.2K $0.00 Direct F2, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on January 2, 2020. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
F2 Not applicable.
F3 Represents the portion of shares withheld by the Issuer in order to pay taxes.
F4 Closing price on Nasdaq on December 31, 2021.
F5 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").
F6 The remaining 3,262 Restricted Stock Units vest on January 2, 2023.
F7 These options previously granted on January 2, 2020, 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 January 2, 2023.
F8 These unvested restricted stock units previously granted by the Issuer on January 2, 2020, which provided for vesting on January 2, 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 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.
F10 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.
F11 These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on January 2, 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.
F12 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.