Sec Form 4 Filing - Munson Kelly A @ WELLCARE HEALTH PLANS, INC. - 2020-01-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Munson Kelly A
2. Issuer Name and Ticker or Trading Symbol
WELLCARE HEALTH PLANS, INC. [ WCG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Medicaid
(Last) (First) (Middle)
C/O WELLCARE HEALTH PLANS, INC., 8735 HENDERSON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2020
(Street)
TAMPA, FL33634
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 01/17/2020 A( 1 ) 6,365 A $ 0 27,217 D
Common Stock 01/17/2020 F( 2 ) 2,080 D $ 338.83 25,137 D
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 Own ers
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Munson Kelly A
C/O WELLCARE HEALTH PLANS, INC.
8735 HENDERSON ROAD
TAMPA, FL33634
EVP, Medicaid
Signatures
/s/ Michael Haber, attorney-in-fact 01/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Relates to performance stock unit ("PSU") awards granted to the Reporting Person on 3/22/17. The Compensation Committee certified PSU awards would vest and settle based on a net income margin goal for the year ended 12/31/19 achieved at 200% of target, or 2,416 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal for the three years ended 12/31/19 achieved at 200% of target, or 2,004 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal for the three years ended 12/31/19 achieved at 161% of target, or 1,945 shares. Vesting and settlement of the PSUs were accelerated to 1/17/20 to effect treatment contemplated by the Agreement and Plan of Merger by and between Centene Corporation, WellCare Health Plans, Inc., and other parties thereto, filed on Form 8-K on March 27, 2019 (the "Merger Agreement").
( 2 )Forfeiture of shares to satisfy tax obligations related to stock units for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.

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