Statement of Changes in Beneficial Ownership (4)
09 5월 2013 - 7:33AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MOORHEAD RODMAN
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2. Issuer Name
and
Ticker or Trading Symbol
COVENTRY HEALTH CARE INC
[
CVH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3405 NORTH PINES WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2013
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(Street)
WILSON, WY 83014
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/7/2013
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D
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5858
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D
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(1)
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0
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D
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Common Stock
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5/7/2013
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D
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1636
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D
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(2)
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0
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I
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Indirect
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Common Stock
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5/7/2013
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D
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1050
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D
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(3)
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0
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I
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by Trust
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Common Stock Restricted
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5/7/2013
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D
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6455
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D
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(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$26.4
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5/7/2013
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D
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14115
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4/1/2011
(5)
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1/1/2021
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Common Stock
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14115
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$0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$30.37
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5/7/2013
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D
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15285
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4/1/2012
(6)
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1/1/2022
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Common Stock
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15285
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$0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$44.83
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5/7/2013
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D
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5018
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4/1/2013
(7)
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1/1/2023
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Common Stock
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5018
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Common stock of Coventry Health Care, Inc. (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). Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna 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 trade days prior to the completion of the merger (the Aetna Stock Price).
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(
2)
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Common stock of the Company held indirectly by the reporting person 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.
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(
3)
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Common stock of the Company held in trust for the benefit of reporting person's children 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.
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(
4)
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Restricted common stock, with all restrictions lapsed, of the Company 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.
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(
5)
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This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2011, was cancelled pursuant to the Merger Agreement and was exchanged for a cash payment representing the product of (A) the excess of (1) 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) over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
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(
6)
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This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2012, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) the Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
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(
7)
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Represents restricted stock units, which were cancelled pursuant to the Merger Agreement 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MOORHEAD RODMAN
3405 NORTH PINES WAY
WILSON, WY 83014
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X
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Signatures
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Shirley R. Smith on behalf of Rodman W. Moorhead, III by Power of Attorney
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5/8/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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Coventry Hlth Care (NYSE:CVH)
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Coventry Hlth Care (NYSE:CVH)
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부터 6월(6) 2023 으로 6월(6) 2024
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