Health Net 2015 Annual Report Download - page 154

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to our securities authorized for issuance under our equity
compensation plans as of December 31, 2015:
(a) (b) (c)
Plan category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price
of outstanding
options, warrants
and rights(1)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans
approved by security holders 2,981,921 (2) $ 31.82 5,977,639 (3)(4)
Equity compensation plans not
approved by security holders — $ — —
Total of all shares outstanding 2,981,921 (2) $ 31.82 5,977,639 (3)(4)
(1) The weighted-average exercise price as shown does not take into account outstanding awards of RSUs and PSUs.
(2) Includes 878,467 RSUs and 671,269 PSUs (representing 100% of the target shares underlying the PSUs that would be issued upon the achievement of certain pre-
established performance thresholds and the satisfaction of service-based vesting requirements). See the “Long-Term Equity Incentive Compensation —
Determinations Regarding Form and Mix of 2015 Equity Awards” section of the Compensation Discussion and Analysis for additional detail regarding the PSUs
granted as part of the Company’s annual equity award program in 2015 and to Ms. Hefner on July 2, 2015, including discussion of the Compensation Committee’s
determination with respect to the achievement of the applicable performance measures for each.
Between January 1, 2016 and February 16, 2016, we granted no nonqualified stock options, 194,305 performance stock units, and 254,219 restricted stock unit
awards under the Amended and Restated 2006 Plan. See footnote 4 below for additional information regarding the manner in which grants of RSUs and
performance share awards reduce the number of shares available for issuance under the Amended and Restated 2006 Plan.
(3) Represents shares available for future issuance under the Amended and Restated 2006 Plan as of December 31, 2015 (see footnote 2 above for information
regarding additional issuances of equity awards under the Amended and Restated 2006 Plan since such date). Includes shares available for issuance under the
Amended and Restated 2006 Plan that were subject to awards under the Company’s 2005 Long-Term Incentive Plan which remained unissued following the
expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash.
(4) Prior to May 21, 2009, pursuant to the 2006 Plan, any equity award grant, other than a stock option grant, reduced the number of shares available for issuance
under the 2006 Plan by two shares of Common Stock for each share of Common Stock actually subject to such equity award. Since May 21, 2009, any award
granted under the 2006 Plan or the Amended and Restated 2006 Plan, other than a stock option, reduced the number of shares of Common Stock available for
issuance under the 2006 Plan or the Amended and Restated 2006 Plan, as applicable, by 1.75 shares of Common Stock for each share of Common Stock subject to
the award.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
As of February 16, 2016, we had 77,319,446 shares of our Common Stock outstanding. Set forth below is a
tabulation indicating those persons or groups that are known to us to be the beneficial owners of more than five percent
of the outstanding shares of our Common Stock as of February 16, 2016. The information in the table and the related
notes is based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13
(g) under the Exchange Act.
Name and Address of Beneficial Owner
Amount and
Nature of Beneficial
Ownership(1) Percent of Class
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
5,441,884 (2) 7.0%
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
5,197,587 (3) 6.7%
Harris Associates L.P.
111 S. Wacker Drive, Suite 4600
Chicago, Illinois 60602-3790
4,302,367 (4) 5.6%