Jeffrey N. West - Jan 4, 2022 Form 4 Insider Report for MAGELLAN HEALTH INC (MGLN)

Role: SVP & Controller
Signature: /s/ Jeffrey N. West
Stock symbol: MGLN
Transactions as of: Jan 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 04:23 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		-25.7K	-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		-2.37K	-100%		0	Jan 4, 2022	Common Stock	2.37K	$66.57	Direct	F2
transaction	MGLN	Stock Options	Disposed to Issuer		-3.4K	-100%		0	Jan 4, 2022	Common Stock	3.4K	$99.45	Direct	F3
transaction	MGLN	Restricted Stock Units	Disposed to Issuer		-4.81K	-100%		0	Jan 4, 2022	Common Stock	4.81K	$0.00	Direct	F4, F5
transaction	MGLN	Restricted Stock Units	Disposed to Issuer		-3.54K	-100%		0	Jan 4, 2022	Common Stock	3.54K	$0.00	Direct	F4, F6
transaction	MGLN	Restricted Stock Units	Disposed to Issuer		-1.45K	-100%		0	Jan 4, 2022	Common Stock	1.45K	$0.00	Direct	F4, F7
transaction	MGLN	Performance-Based Restricted Stock Units	Disposed to Issuer		-928	-100%		0	Jan 4, 2022	Common Stock	928	$0.00	Direct	F4, F8
transaction	MGLN	Performance-Based Restricted Stock Units	Disposed to Issuer		-1.47K	-100%		0	Jan 4, 2022	Common Stock	1.47K	$0.00	Direct	F4, F9

* 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	Not applicable.
F5	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.
F6	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.
F7	These unvested restricted stock units previously granted by the Issuer on March 5, 2019, which provided for vesting on March 5, 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.
F8	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.
F9	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.