Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
UNIVERSAL AMERICAN CORP.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
91338E101
(CUSIP Number)
Welsh, Carson, Anderson & Stowe X, L.P. 320 Park Avenue, Suite 2500 New York, New York  10022 Attention:  Jonathan M. Rather Tel. (212) 893-9500	Othon Prounis, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York  10036 Tel. (212) 596-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2016   (Date of Event Which Requires Filing of This Statement)

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Person with respect to the Common Stock of the Company on May 9, 2011 (the "Schedule 13D").  Terms defined in the Schedule 13D are used herein as so defined.

Item 1.     Security and Issuer.

Item 1 is hereby amended to state that the Company's principal executive offices are located at

44 South Broadway, Suite 1200, White Plains, NY  10601.

Item 2(b) is hereby amended to add Brian T. Regan and Christopher W. Solomon, and to remove John D. Clark, as managing members of X Associates.

Item 5(a) is hereby amended and restated to read in its entirety as follows:

Calculations with respect to percentage ownership are based on a total of 82,064,063 shares of voting Common Stock outstanding as of May 6, 2016, as reported in the Company's Report on Form 10-Q for the quarterly period ended March 31, 2016 filed with the Securities and Exchange Commission on May 10, 2016.

WCAS X directly beneficially owns 6,999,200 shares of Common Stock, or approximately 8.5% of the Common Stock outstanding.  X Associates, as the general partner of WCAS X, may be deemed to indirectly beneficially own the securities owned by WCAS X.

(i) Patrick J. Welsh directly beneficially owns 110,084 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.

(ii) Bruce K. Anderson directly beneficially owns 110,084 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.

(iii) Robert A. Minicucci directly beneficially owns 96,522 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.

(iv) Anthony J. deNicola directly beneficially owns 33,324 shares of Common Stock, and indirectly beneficially owns 4,483 shares of Common Stock held by deNicola Holdings, L.P., or in the aggregate less than 0.1% of the Common Stock outstanding.

(v) Jonathan M. Rather directly beneficially owns 5,230 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(vi) D. Scott Mackesy indirectly beneficially owns 2,121 shares of Common Stock held by The Mackesy Family Foundation, or less than 0.1% of the Common Stock outstanding.

(vii) Sanjay Swani directly beneficially owns 2,711 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(viii) Sean M. Traynor directly beneficially owns 10,590 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(ix) Thomas Scully directly beneficially owns 100,000 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.

(x) Eric J. Lee directly beneficially owns 321 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

WCAS Management Corporation, a Delaware corporation ("WCAS Management"), is a management company that acts as the management company for WCAS X.  WCAS Management directly beneficially owns 218,801 shares of Common Stock (including 119,226 shares issuable upon exercise of vested options to purchase Common Stock), or approximately 0.3% of the Common Stock outstanding.  As the controlling stockholder of WCAS Management, Jonathan M. Rather may be deemed to indirectly beneficially own the securities owned by WCAS Management.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to

Securities of the Issuer.

Item 6 is hereby amended to add the following:

On June 21, 2016 the Company priced a private offering of $100 million principal amount of Convertible Senior Notes due 2021 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  The Company granted the initial purchasers of the notes a 30-day option to purchase up to an additional $15 million aggregate principal amount of the notes on the same terms and conditions, which was fully exercised. The sale of the notes is expected to close on June 27, 2016, subject to customary closing conditions.

Upon closing, the Company plans to use the net proceeds from the sale of the notes, together with cash on hand, as a part of its stock repurchase program and to repurchase Common Stock from certain of its significant stockholders, including the Reporting Person.  The Company plans to purchase all of the Common Stock held by WCAS X and WCAS Management.  In connection with such repurchase, on June 21, 2016 the Company entered into a stock purchase agreement with WCAS X and WCAS Management (the "Stock Purchase Agreement"), whereby the Company agreed to purchase at least 75% of the shares of the Common Stock held by WCAS X and WCAS Management at a purchase price of $6.80 per share (the "Share Repurchase").  The Company's obligation to purchase these shares is subject to the consummation of the convertible notes offering and certain customary conditions.  Sean M. Traynor has agreed to resign from the Company's Board of Directors upon closing of the Share Repurchase.  The Stock Purchase Agreement is annexed hereto as Exhibit 3, and any description thereof is qualified in its entirety by reference thereto.

Pursuant to a Lock-Up Agreement delivered to the Company in accordance with the terms of the Stock Purchase Agreement, WCAS X and WCAS Management agreed that during the period beginning on June 21, 2016 and ending 60 days after the closing, they will not, without the prior written consent of Goldman, Sachs & Co., offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any securities of the Company that are substantially similar to the notes referred to above or the Common Stock.  The Form of Lock-Up Agreement is annexed hereto as Exhibit 4, by reference to Exhibit B to the Stock Purchase Agreement, and any description thereof is qualified in its entirety by reference thereto.

Item 7.  Material to be Filed as Exhibits.

Exhibit 3 -  Stock Purchase Agreement

Exhibit 4 -  Lock-Up Agreement

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 23, 2016

EXHIBIT 3 TO SCHEDULE 13D

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE  AGREEMENT (this "Agreement") is made and entered into as of June 21, 2016 by and among Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Management Corp. (each such party a "Seller" and collectively referred to as the "Sellers"), and Universal American Corp. (the "Buyer").

WHEREAS, the Sellers, collectively, beneficially own 7,094,528 shares of common stock, par value $0.01 per share, of the Buyer (the "Common Stock" and such shares so owned, the "Seller Shares"), as set forth on Schedule A hereto;

WHEREAS, each Seller desires to sell to the Buyer, and the Buyer desires to purchase from each Seller, the Repurchase Shares;

WHEREAS, contemporaneously with entry into this Agreement, the Buyer is entering into a stock purchase agreement with Perry Partners L.P., Perry Partners International, Inc., Perry Partners International Master Inc., Perry Private Opportunities Fund L.P. and Perry Private Opportunities Offshore Fund L.P. in substantially the same form as this Agreement (the "Perry Agreement"); and

WHEREAS, the parties hereto desire to set forth the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

ARTICLE I

ARTICLE III

ARTICLE IV

CLOSING; TERMINATION

ARTICLE V

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BUYER:

UNIVERSAL AMERICAN CORP.

By: _/s/ Tony L. Wolk_________________

Name:  Tony L. Wolk

Title:  EVP and General Counsel

SELLERS:

WCAS MANAGEMENT CORP.

By: __/s/ Sean M. Traynor______________

Name:   Sean M. Traynor
Title: Vice President

WELSH, CARSON, ANDERSON & STOWE X, L.P.

By: WCAS X Associates LLC, its general partner

By: __/s/ Sean M. Traynor______________

Name:   Sean M. Traynor
Title:  Managing Member

Schedule A

Schedule B

June _____, 2016

Goldman, Sachs & Co.

200 West Street

New York, NY  10282-2198

Re:  Universal American Corp. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representative (the "Representative"), propose to enter into a Purchase Agreement on behalf of the several Purchasers named in Schedule I to such agreement (the "Purchase Agreement"), with Universal American Corp., a Delaware corporation (the "Company"), providing for the offering (the "Offering") of Convertible Senior Notes (the "Notes"), convertible at the Company's election into cash,  shares of common stock, with the par value of $0.01 per share of the Company ("Stock"), or a combination of cash and shares of Stock.

In consideration of the agreement by the Purchasers to offer and sell the Notes, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 60 days after the Time of Delivery (as such term is defined in the Purchase Agreement) (the "Lock-Up Period"), the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any securities of the Company that are substantially similar to the Notes or the Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive,  shares of Stock or any such substantially similar securities  (collectively, "Securities"), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction is to be settled by delivery of Stock or such other Securities, in cash or otherwise (other than (x) pursuant to employee stock option plans disclosed, including by incorporation by reference, in the Offering Circular (as defined in the Purchase Agreement) and existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of the Purchase Agreement and (y) issuances of the Notes pursuant to the Purchase Agreement and any Stock issued upon conversion of the Notes), without your prior written consent.

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned's Stock even if such Stock would be disposed of by someone other than the undersigned.  Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned's Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Stock.

Notwithstanding the foregoing, the undersigned may transfer the undersigned's Securities (i) as a bona fide gift, gifts, or charitable contributions, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, and provided, further that no public announcement or filing under the Exchange Act regarding such transfer shall be required or voluntarily made during the Lock-Up Period, (ii) to any immediate family member of the undersigned or any trust, limited liability company, partnership or corporation for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that such recipient, or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided, further that any such transfer shall not involve a disposition for value, and that no public announcement or filing under the Exchange Act regarding such transfer shall be required or voluntarily made during the Lock-Up Period, (iii) to any beneficiary of or estate of a beneficiary of the undersigned pursuant to a trust, will or other testamentary document or applicable laws of descent, provided that the beneficiary or the estate of a beneficiary thereof agrees to be bound in writing by the restrictions set forth herein or (iv) with the prior written consent of the Representative.  In addition, notwithstanding the foregoing, the undersigned may exercise any warrants, convert convertible securities, or exercise options granted pursuant to the Company's or its affiliates' stock option/incentive plans disclosed, including by incorporation by reference, in the Offering Circular (as defined in the Purchase Agreement) and outstanding on the date hereof, provided that the restrictions of this Lock-Up Agreement shall apply to any Securities issued upon such exercise or conversion.  For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, domestic partnership, marriage or adoption, not more remote than first cousin.  The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's Securities except in compliance with the foregoing restrictions.

In addition, notwithstanding the foregoing, (a) if the undersigned is a trust, the undersigned may transfer the undersigned's Securities to a grantor or beneficiary of the trust, provided that no public announcement or filing under the Exchange Act regarding such transfer shall be required or voluntarily made during the Lock-Up Period, and (b) if the undersigned is an individual, the undersigned may transfer to any corporation, partnership, limited liability company or other entity that is wholly-owned by the undersigned and/or by members of the undersigned's immediate family; provided, however, that in any such case, it shall be a condition to the transfer that the transferee or distributee agrees to be bound in writing by the restrictions set forth herein, provided, further that any such transfer shall not involve a disposition for value, and provided, further that no public announcement or filing under the Exchange Act regarding such transfer shall be required or voluntarily made during the Lock-Up Period.

Notwithstanding the foregoing, it is understood and agreed that this Lock-Up Agreement shall not apply to (a) the sale of any shares of Stock to the Company by the undersigned or its Affiliates in the Initial Closing and Additional Closing (as defined therein) pursuant to those certain repurchase agreements with specified stockholders of the Company as disclosed in the Offering Circular (as defined in the Purchase Agreement), (b) the redemption by the Company or its affiliates of Securities held by or on behalf of an employee in connection with the termination of such employee's employment, (c) the repurchase of Securities by the Company, not at the option of the undersigned, pursuant to an employee benefit plan in effect on the date hereof or the date of the Purchase Agreement or pursuant to the agreements pursuant to which such Securities were issued, (d) any shares of Stock acquired by the undersigned in the open market, or (e) any transfer or sale of Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement.

In addition, notwithstanding the foregoing, (i) the undersigned may establish a Rule 10b5-1 trading plan during the Lock-Up Period, provided that no transactions thereunder are made until after expiration of the Lock-Up Period, and no public announcement or filing under the Exchange Act regarding the establishment of such Rule 10b5-1 trading plan shall be required or voluntarily made during the Lock-Up Period and (ii) the restrictions in this Lock-Up Agreement do not apply to the withholding by, or transfer, sale or other disposition of Stock to, the Company in connection with the "net" or "cashless" exercise of, or to satisfy the withholding tax obligations (including estimated taxes) of the undersigned in connection with the "net" or "cashless" exercise or vesting of, membership units, restricted stock, restricted stock units, incentive stock options or other stock-based awards.

Notwithstanding the foregoing, the undersigned shall be permitted to make transfers, sales, tenders or other dispositions of the undersigned's Securities to a bona-fide third party pursuant to a tender or exchange offer made to all holders of the Company's securities for 100% of the securities of the Company or other transaction, including, without limitation, a merger, consolidation or other business combination involving the acquisition of 100% of the Company that, in each case, has been approved by the Board of Directors of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the undersigned's Securities in connection with any such transaction, or vote any of the undersigned's Securities in favor of any such transaction), provided that all of the undersigned's Securities subject to this Lock-Up Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Lock-Up Agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any of the undersigned's Securities subject to this Lock-Up Agreement shall remain subject to the restrictions herein.

Notwithstanding the foregoing, if (i) the closing of the Offering has not occurred prior to July 15, 2016, (ii) the Company earlier notifies the Representative in writing that it does not intend to proceed with the Offering, (iii) the Purchase Agreement (other than any provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Notes to be sold thereunder or (iv) the Representative advises the Company in writing prior to the execution of the Purchase Agreement, that it has determined not to proceed with the Offering, this Lock-Up Agreement shall be of no further force or effect and the undersigned shall be released from all obligations hereunder.

The undersigned understands that the Company and the Purchasers are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering.  The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns.

Very truly yours,

________________________________________

Exact Name of Shareholder

________________________________________

Authorized Signature

________________________________________

Title

Schedule C

June __, 2016

Universal American Corp.

44 South Broadway

White Plains, NY

Dear Mr. Barasch:

Effective as of the date hereof, I hereby resign as member of the Board of Directors of Universal American Corp. and all committees thereof.

Sincerely,

_____________________________

[Director Name]

Schedule D