Filing Details
- Accession Number:
- 0001140361-16-071049
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-06-28 16:51:56
- Reporting Period:
- 2016-06-27
- Filing Date:
- 2016-06-28
- Accepted Time:
- 2016-06-28 16:51:56
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1514128 | Universal American Corp. | UAM | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 925183 | C Richard Perry | C/O Perry Corp., 767 Fifth Avaenue, 19Th Floor New York NY 10153 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Non-Voting Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 761,306 | $6.80 | 0 | No | 4 | S | Indirect | By Perry Partners, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 2,705,369 | $6.80 | 5,199 | No | 4 | S | Indirect | By Perry Partners, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 5,199 | $0.00 | 0 | No | 4 | J | Indirect | By Perry Partners, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 6,750 | $6.80 | 9,650 | No | 4 | S | Indirect | By Perry Partners International Master, Inc. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 9,650 | $0.00 | 0 | No | 4 | J | Indirect | By Perry Partners International Master, Inc. |
| Non-Voting Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 81,745 | $6.80 | 0 | No | 4 | S | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 89,799 | $6.80 | 256 | No | 4 | S | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 256 | $0.00 | 0 | No | 4 | J | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| Non-Voting Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 447,607 | $6.80 | 0 | No | 4 | S | Indirect | By Perry Private Opportunities Fund, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 491,680 | $6.80 | 1,409 | No | 4 | S | Indirect | By Perry Private Opportunities Fund, L.P. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 1,409 | $0.00 | 0 | No | 4 | J | Indirect | By Perry Private Opportunities Fund, L.P. |
| Non-Voting Common Stock Par Value $0.01 Per Share | Disposition | 2016-06-27 | 2,009,342 | $6.80 | 0 | No | 4 | S | Indirect | By Perry Partners International, Inc. |
| Common Stock, Par Value $0.01 Per Share | Disposition | 2016-06-27 | 4,417,917 | $6.80 | 0 | No | 4 | S | Indirect | By Perry Partners International, Inc. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By Perry Partners, L.P. |
| No | 4 | S | Indirect | By Perry Partners, L.P. |
| No | 4 | J | Indirect | By Perry Partners, L.P. |
| No | 4 | S | Indirect | By Perry Partners International Master, Inc. |
| No | 4 | J | Indirect | By Perry Partners International Master, Inc. |
| No | 4 | S | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| No | 4 | S | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| No | 4 | J | Indirect | By Perry Private Opportunities Offshore Fund, L.P. |
| No | 4 | S | Indirect | By Perry Private Opportunities Fund, L.P. |
| No | 4 | S | Indirect | By Perry Private Opportunities Fund, L.P. |
| No | 4 | J | Indirect | By Perry Private Opportunities Fund, L.P. |
| No | 4 | S | Indirect | By Perry Partners International, Inc. |
| No | 4 | S | Indirect | By Perry Partners International, Inc. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 7,716 | $1.00 | 7,716 | $9.81 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 14,322 | $1.00 | 14,322 | $9.81 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 382 | $1.00 | 382 | $9.81 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 2,091 | $1.00 | 2,091 | $9.81 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 2,327 | $0.00 | 2,327 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 6,980 | $0.65 | 6,980 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 4,318 | $0.00 | 4,318 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 12,957 | $0.65 | 12,957 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 115 | $0.00 | 115 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 346 | $0.65 | 346 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 631 | $0.00 | 631 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 1,891 | $0.65 | 1,891 | $9.16 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 4,070 | $0.00 | 4,070 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 4,070 | $0.25 | 4,070 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 7,554 | $0.00 | 7,554 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 7,555 | $0.25 | 7,555 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 202 | $0.00 | 202 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 202 | $0.25 | 202 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 1,103 | $0.00 | 1,103 | $7.96 |
| Common Stock, Par Value $0.01 Per Share | Stock Option (Right to Buy) | Disposition | 2016-06-27 | 1,103 | $0.25 | 1,103 | $7.96 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2017-05-30 | No | 4 | J | Indirect | |
| 0 | 2017-05-30 | No | 4 | J | Indirect | |
| 0 | 2017-05-30 | No | 4 | J | Indirect | |
| 0 | 2017-05-30 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2018-05-29 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect | |
| 0 | 2019-05-28 | No | 4 | J | Indirect |
Footnotes
- The direct or indirect general partner and/or investment manager of Perry Partners, L.P., Perry Partners International, Inc., Perry Partners International Master , Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P. (collectively, the "Perry Funds") is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by the Perry Funds. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.
- Pursuant to that certain Stock Purchase Agreement, dated as of June 21, 2016, by and between the Perry Funds and the Issuer (the "Stock Purchase Agreement"), the Perry Funds agreed, subject to certain closing conditions, to sell each share of Non-Voting Common Stock, par value $0.01 per share, and Common Stock, par value $0.01 per share, for a purchase price equal to $6.80 per share. The closing of the transactions contemplated by the Stock Purchase Agreement occurred on June 27, 2016.
- Each unvested share of restricted Common Stock was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration.
- This option was exercisable in four equal installments beginning on May 30, 2013, 2014, 2015 and 2016.
- This option was cancelled by mutual agreement of the Perry Funds and the Issuer for no additional consideration.
- This option was exercisable in four equal installments beginning on May 29, 2014, 2015, 2016 and 2017.
- This option was exercisable in four equal installments beginning on May 28, 2015, 2016, 2017 and 2018.
- This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $1.00 for each such option as consideration for the cancellation.
- This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.65 for each such option as consideration for the cancellation.
- This option was cancelled by mutual agreement of the Perry Funds and the Issuer. The Perry Funds received $0.25 for each such option as consideration for the cancellation.
- The original exercise price of $9.81 was adjusted to account for stock dividends totaling $3.35.
- The original exercise price of $9.16 was adjusted to account for stock dividends totaling $2.35.
- The original exercise price of $7.96 was adjusted to account for stock dividends totaling $0.75.
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