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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) | $ 11.91 (1) | 01/05/2004 | A | 165,201 | (2) | 01/05/2014 | Ordinary Common Stock | 165,201 | $ 0 (3) | 165,201 | D | ||||
| Stock Option (Right to Buy) | $ 11.91 (1) | 01/05/2004 | A | 165,201 | (4) | 01/05/2014 | Ordinary Common Stock | 165,201 | $ 0 (3) | 165,201 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEMILIO MARK S C/O MAGELLAN HEALTH SERVICES, INC. 6950 COLUMBIA GATEWAY DRIVE, SUITE 400 COLUMBIA, MD 21046 |
CFO | |||
| /s/ Mark S. Demilio | 06/15/2005 | |
| **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) | As approved by Magellan's Management Compensation Committee on March 26, 2004, the exercise price of this option was adjusted to $11.91 (from $11.94) in order to correct an arithemetic error made in the calculation of the applicable purchase price contemplated for options to be granted to Mr. Demilio in connection with the consummation of Magellan's plan of reorganization pursuant to Mr. Demilio's employment agreement with Magellan, which he and Magellan entered into on January 5, 2004 (as was further discussed in Magellan's Current Report on Form 8-K filed with the Commission on January 6, 2004 with regard to the consummation of the plan of reorganization). |
| (2) | Options vest, and become exercisable in 33% increments on January 5 of each of 2005, 2006 and 2007. Further, options are exercisable only if market price of the common stock has increased from 1/5/04 through the determination date at a cumulative rate of 16% per annum, with daily compounding, over $11.91 per share. The determination of whether these options are exercisable shall be determined on each trading day occurring on or after a vesting date and shall be based on the average closing prices of the common stock for each of the 20 consecutive trading days ending on each such determination date. In all events,the options fully vest and are exercisable on 1/5/11. |
| (3) | The zero ("0") in this column is a "dummy" amount, solely for the purpose of permitting the use of the following explanation: No price was applicable to the acquisition of this security. |
| (4) | Options vest, and become exercisable in 33% increments on January 5, of each of 2005, 2006 and 2007. |