Sec Form 4 Filing - WEST JEFFREY N @ MAGELLAN HEALTH INC - 2022-01-04

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
WEST JEFFREY N
2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH INC [ MGLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Controller
(Last) (First) (Middle)
14100 MAGELLAN PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2022
(Street)
MARYLAND HEIGHTS, MO63043
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
Ordinary Common Stock, $0.01 par value 01/04/2022 D( 1 ) 25,692 D 0 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
Stock Options $ 66.57 01/04/2022 D 2,365 ( 2 ) 03/05/2029 Common Stock 2,365( 2 ) ( 2 ) 0 D
Stock Options $ 99.45 01/04/2022 D 3,404 ( 3 ) 03/05/2028 Common Stock 3,404( 3 ) ( 3 ) 0 D
Restricted Stock Units $ 0( 4 ) 01/04/2022 D 4,808 ( 5 ) ( 4 ) Common Stock 4,808( 5 ) ( 5 ) 0 D
Restricted Stock Units $ 0( 4 ) 01/04/2022 D 3,538 ( 6 ) ( 4 ) Common Stock 3,538( 6 ) ( 6 ) 0 D
Restricted Stock Units $ 0( 4 ) 01/04/2022 D 1,447 ( 7 ) ( 4 ) Common Stock 1,447( 7 ) ( 7 ) 0 D
Performance-Based Restricted Stock Units $ 0( 4 ) 01/04/2022 D 928 ( 8 ) ( 4 ) Common Stock 928( 8 ) ( 8 ) 0 D
Performance-Based Restricted Stock Units $ 0( 4 ) 01/04/2022 D 1,474 ( 9 ) ( 4 ) Common Stock 1,474( 9 ) ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEST JEFFREY N
14100 MAGELLAN PLAZA
MARYLAND HEIGHTS, MO63043
SVP & Controller
Signatures
/s/ Jeffrey N. West 01/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration").
( 2 )These options previously granted on March 5, 2019, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on March 5, 2022.
( 3 )These options previously granted on March 5, 2018, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement.
( 4 )Not applicable.
( 5 )These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for vesting in one-third increments on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
( 6 )These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
( 7 )These unvested restricted stock units previously granted by the Issuer on March 5, 2019, which provided for vesting on March 5, 2022, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
( 8 )These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 5, 2019 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
( 9 )These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.

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