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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (4) | 05/07/2013 | A | 107,944 | (4) | (4) | Common Stock | 107,944 | $ 0 | 107,944 | D | ||||
| Performance Share Units | (4) | 05/07/2013 | D | 107,944 | (4) | (4) | Common Stock | 107,944 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (5) | 05/07/2013 | A | 21,672 | (5) | (5) | Restricted Stock Units | 21,672 | $ 0 | 53,166 | D | ||||
| Restricted Stock Units | (5) | 05/07/2013 | D | 53,166 | (5) | (5) | Restricted Stock Units | 53,166 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEMOVICK HARVEY C JR 6720-B ROCKLEDGE DR. SUITE 700 BETHESDA, MD 20817 |
Executive Vice President | |||
| Shirley R. Smith on behalf of Harvey C. DeMovick, Jr. | 05/09/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Common stock of the Company disposed of pursuant to the Agreement and Plan of Merger, dated as of August 19, 2012, as amended, among Aetna Inc. ("Aetna"), the Company and Jaguar Merger Subsidiary, Inc. (the "Merger Agreement") in exchange for $27.30 in cash and .3885 share of Aetna common stock for each share of Company common stock. The shares of Aetna common stock received pursuant to the Merger Agreement have a market value of $57.93, which was calculated by taking the average of the volume weighted average of the trading prices for Aetna's common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trading days prior to the completion of the merger (the "Aetna Stock Price"). |
| (2) | Common Stock of Coventry Health Care, Inc. (the "Company") acquired in the reporting person's 401(k) Plan account through payroll deduction and employer matching contributions at various prices at market value since the last ownership filing. |
| (3) | Common stock of the Company acquired by and on behalf of the reporting person through the Company's 401(k) Plan and disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price. |
| (4) | The reporting person was previously awarded performance share units that were scheduled to vest over time and based on future Company performance through December 31, 2013. These performance share units were cancelled at target in connection with the merger and executive's termination of employment in exchange for a cash payment representing the product of (A) the sum of (x) $27.30 plus (y) the value equal to the product of the Aetna Stock Price ($57.93) multiplied by .3885 (which sum of the amounts in clauses (x) and (y) equals $49.80 and is referred to as the "Equity Award Cash Consideration") and (B) the target number of shares of Company common stock underlying the performance share units. |
| (5) | The reporting person was previously awarded 21,672 restricted stock units that were scheduled to vest over time and based on future Company performance through December 31, 2013, which performance requirement was deemed met upon the executive's termination of employment in connection with completion of the merger. The reporting person previously has reported the acquisition of 31,494 restricted stock units the performance criteria for which were met as of December 31, 2012. The combined total of 53,166 restricted stock units were cancelled in connection with the merger and executive's termination of employment in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the number of shares of Company common stock underlying the restricted stock units. The cash payment for the 31,494 restricted stock units will be made in January 2014 based on the Equity Award Cash Consideration. |