Leslie V. Norwalk - Jan 4, 2022 Form 4 Insider Report for MAGELLAN HEALTH INC (MGLN)

Role: Director
Signature: /s/ Leslie V. Norwalk
Stock symbol: MGLN
Transactions as of: Jan 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 04:20 PM
Previous filing: Aug 13, 2021
Next filing: Jan 18, 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	Disposed to Issuer	$0	-5.7K	-100%	$0.00^*	0	Jan 4, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Leslie V. Norwalk is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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	Includes 2,911 restricted shares of Common Stock. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of these restricted shares of Common Stock was automatically cancelled and converted into the right to receive the Merger Consideration.

Content

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").

Includes 2,911 restricted shares of Common Stock. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of these restricted shares of Common Stock was automatically cancelled and converted into the right to receive the Merger Consideration.