Sec Form 4 Filing - Capital Z Partners Management, LLC @ UNIVERSAL AMERICAN CORP. - 2014-05-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Capital Z Partners Management, LLC 2. Issuer Name and Ticker or Trading Symbol UNIVERSAL AMERICAN CORP. [ UAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 142 WEST 57TH STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2014 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/12/2014 S 7,970,236 ( 1 ) D $ 6.03 8,490,543 I ( 2 ) ( 3 ) See Footnote ( 2 ) ( 3 ) Common Stock 05/13/2014 S 6,000,000 ( 4 ) D $ 6.03 2,490,543 I ( 2 ) ( 3 ) See Footnote ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Capital Z Partners Management, LLC 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10003 X CAPITAL Z FINANCIAL SERVICES FUND II LP 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section CAPITAL Z PARTNERS LP 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section CAPITAL Z PARTNERS LTD 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section Capital Z Partners III, L.P. 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section Capital Z Partners III GP, L.P. 142 WEST 57TH STREET 3RD FLOOR NEW YORK, NY10019 See Remarks Section Signatures /s/ Capital Z Partners Management, LLC, by Craig Fisher as Authorized Signatory 05/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of 7,970,236 shares of Common Stock of the Issuer directly from Capital Z Financial Services Fund II, L.P. ("Capital Z"). ( 2 )Includes securities of the Issuer directly held by Capital Z and Capital Z Financial Services Private Fund II, L.P. ("Capital Z Private Fund"), as well as securities of the Issuer directly owned by Capital Z Partners III, L.P. ("Capital Z III"). The sole general partner of Capital Z and Capital Z Private Fund is Capital Z Partners, L.P. ("Capital Z LP"), and the sole general partner of Capital Z LP is Capital Z Partners Ltd. Capital Z Partners III GP, L.P. ("Capital Z III LP") is the general partner of Capital Z III. Capital Z Partners Management, LLC ("Capital Z Partners Management") is the investment authority for Capital Z III, and its principal business is performing investment management services for Capital Z III. Capital Z Partners Management, Capital Z III Ltd., Capital Z III GP LP and Capital Z III may be deemed to be part of a "group" along with Capital Z, Capital Z Private Fund, Capital Z Ltd. and Capital Z LP ( 3 )(Continuation of Footnote 2) - (within the meaning of Rule 13d-5(b) under the Securities Exchange of 1934, as amended and incorporated by reference in Rule 16a-1 of the Exchange Act) but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity. ( 4 )Represents the sale of 5,926,181 shares of Common Stock of the Issuer directly from Capital Z and the sale of 73,819 shares of Common Stock of the Issuer directly from Capital Z Private Fund.

Remarks: See Exhibit 99.1 Joint Filer Information, incorporated by reference herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.