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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 | ||||||||
| Stock Option (Right to Buy) | $ 55.72 | 03/24/2016 | D | 7,500 | (2) | 05/02/2017 | Common Stock | 7,500 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| YEAGER FREDERICK C C/O HEALTH NET, INC. 21650 OXNARD STREET WOODLAND HILLS, CA 91367 |
X | |||
| /s/ Frederick C. Yeager | 03/28/2016 | |
| **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) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015 (the "Merger Agreement"), by and among Health Net, Inc., a Delaware corporation (the "Company"), Centene Corporation, a Delaware corporation ("Centene"), Chopin Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene ("Merger Sub I"), and Chopin Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of Centene, pursuant to which, among other things, Merger Sub I merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Centene (the "Merger"). Each such share of common stock of the Company and each restricted stock unit that vested in connection with the Merger was cancelled in the Merger and automatically converted into the right to receive $28.25 in cash, without interest (the "Cash Consideration"), and 0.622 of a share of common stock of Centene (the "Share Consideration"). |
| (2) | Each stock option was vested and presently exercisable immediately prior to the Merger. |
| (3) | As a result of the Merger, each stock option was automatically converted into the right to receive (i) an amount of cash equal to the product of the number of shares of the Company's common stock subject to such stock option and the Cash Consideration and (ii) a number of shares of Centene's common stock equal to (x) the product of the number of shares of the Company's common stock subject to such stock option and the Share Consideration, less (y) a number of shares of Centene's common stock with a Parent Stock Value (as defined in the Merger Agreement) equal to the aggregate exercise price of such stock option. |