MGLN / Magellan Health Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EVH / Evolent Health Inc - Class A / MAGELLAN HEALTH INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Evolent Health, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 30050B101 (CUSIP Number) April 6, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

MGLN / Magellan Health Inc / UBS OCONNOR LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Magellan Health, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

EVH / Evolent Health Inc / MAGELLAN HEALTH INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Evolent Health, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 30050B101 (CUSIP Number) January 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

MGLN / Magellan Health Inc / UBS OCONNOR LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Magellan Health, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

MGLN / Magellan Health Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Magellan Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

MGLN / Magellan Health Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Magellan Health Inc (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

MGLN / Magellan Health Inc / VICTORY CAPITAL MANAGEMENT INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. 1)* Magellan Health Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 brhc100328601512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-06639 MAGELLAN HEALTH, INC. (Exact

MGLN / Magellan Health Inc / Starboard Value LP - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Magellan Health, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) JEFFREY C. SMITH

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Registration No.

CERTIFICATE OF INCORPORATION MAGELLAN HEALTH, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAGELLAN HEALTH, INC. FIRST: The name of the Corporation is Magellan Health, Inc. (hereinafter the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation

AMENDED AND RESTATED MAGELLAN HEALTH, INC. A Delaware Corporation Effective January 4, 2022 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MAGELLAN HEALTH, INC. A Delaware Corporation Effective January 4, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 2 Section 6. Quo

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Registration No.

As filed with the Securities and Exchange Commission on January 4, 2022

S-8 POS 1 ny20001858s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. 333-225572 Registration No. 333-212753 Registration No. 333-196497 Registration No. 333-174314 Registration No. 333-151059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-225

As filed with the Securities and Exchange Commission on January 4, 2022

S-8 POS 1 ny20001858s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. 333-225572 Registration No. 333-212753 Registration No. 333-196497 Registration No. 333-174314 Registration No. 333-151059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-225

As filed with the Securities and Exchange Commission on January 4, 2022

S-8 POS 1 ny20001858s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. 333-225572 Registration No. 333-212753 Registration No. 333-196497 Registration No. 333-174314 Registration No. 333-151059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-225

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 MAGELLAN HEALTH INC (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorp

Centene and Magellan Satisfy All Regulatory Approvals for Completion of Acquisition Agreement

Exhibit 99.1 N?E W S?? R E L E A S E Contacts: Media Investors Marcela Manjarrez-Hawn Jennifer Lynch Gilligan (314) 445-0790 (212) 759-0382 [email protected] [email protected] Centene and Magellan Satisfy All Regulatory Approvals for Completion of Acquisition Agreement ST. LOUIS (December 30, 2021) ? Centene Corporation (NYSE: CNC) and Magellan Health, Inc. (NASDAQ: MGLN) today announ

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 Magellan Health, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Magellan Health Reports Third Quarter 2021 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports Third Quarter 2021 Financial Results PHOENIX ? November 5, 2021 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the third quarter ended September 30, 2021, as summarized b

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Magellan Health Reports Second Quarter 2021 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports Second Quarter 2021 Financial Results PHOENIX ? Aug. 5, 2021 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the second quarter ended June 30, 2021, as summarized below: ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employ

MGLN / Magellan Health Inc / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Magellan Health, Inc (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) June 24, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-663

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employ

Magellan Health Reports First Quarter 2021 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports First Quarter 2021 Financial Results PHOENIX – April 30, 2021 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the first quarter ended March 31, 2021, as summarized below:

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6639 MAGELLAN HEALTH,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MAGELLAN HEALTH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MAGELLAN HEALTH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-44

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 Magellan Health, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (Commission File Numb

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (Commission File Numb

List of subsidiaries of the Company.

Exhibit 21 ? MAGELLAN HEALTH, INC. LIST OF SUBSIDIARIES ? ? ? ? Entity Name: Jurisdiction of Domicile: Magellan Pharmacy Services, Inc. ? Delaware Subsidiaries: ? ? AdvoCare of Tennessee, Inc. ? Tennessee Magellan Method, LLC (f/k/a CDMI, LLC) ? Rhode Island Magellan Administrative Services, LLC ? Delaware Magellan Behavioral Health of New Jersey, LLC ? New Jersey Magellan Behavioral of Michigan,

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Employment Agreement, dated January 31, 2020, between the Company and David Haddock.

Exhibit 10.62 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into by and between David Haddock (?Employee?) and Magellan Health, Inc. (together with any successor or assign, the ?Employer) on behalf of itself and its direct and indirect controlled subsidiaries and affiliates (collectively referred to herein as the ?Company?) on this 31st day of January, 2020. WHER

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2021 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Emp

Magellan Health Reports 2020 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports 2020 Financial Results PHOENIX – February 26, 2021 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the fourth quarter and the year ended December 31, 2020, as summarized b

- DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.? ) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ???Preliminary

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Magellan Health Inc (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)*

SC 13G/A 1 tv01324-magellanhealthinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Magellan Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. )* Magellan Health Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. )* Magellan Health Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Joint Filing Agreement, dated as of February 8, 2021, among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the ordinary shares of Magellan Health, Inc., and further agree that this Joint Filing Agreement be included a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MAGELLAN HEALTH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MAGELLAN HEALTH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-440

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TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission Fil

MAGELLAN HEALTH, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2020 (Unaudited) (In thousands)

Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Information On December 31, 2020, Magellan Health, Inc. (the “Company”) completed the sale of its Magellan Complete Care business (the “MCC Business”) to Molina Healthcare, Inc. (“Molina”), pursuant to a Stock and Asset Purchase Agreement, dated as of April 30, 2020, by and between the Company and Molina, for cash in the amount of $

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 (January 3, 2021) Magellan Health, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 4, 2021 Magellan Health, Inc. (Exact name of registrant as specified in its charter) Delaware 1-6639 58-1076937 (State of Incorporation) (Commission File No.) (I.R.S. Employer

2

Exhibit 99.5 Customer/Provider/Member Talking Points/FAQs Key Talking Points/Script for Customers · Hello and Happy New Year. I want to share important and exciting news about Magellan Health and its future. This morning we have announced that we signed an agreement under which Magellan Health will join the Centene family of companies. · We’re thrilled to bring together two organizations with a sh

Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated January 4, 2021.

EX-99.3 4 e620189ex99-3.htm POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing a

Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated January 4, 2021.

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Magellan Health, Inc. This Joint Filing Agree

Email to Employees of Magellan Health, Inc.

Exhibit 99.1 Ken Fasola’s Employee Announcement Email Email subject line: Exciting News About Magellan Health Good morning and Happy New Year, Today is an important day for the future of Magellan Health. I am excited to announce we have signed an agreement under which Magellan will join forces with the Centene family of companies. At the forefront of the decision is our commitment to our purpose w

Ken Fasola’s Employee Announcement Email

Exhibit 99.1 Ken Fasola’s Employee Announcement Email Email subject line: Exciting News About Magellan Health Good morning and Happy New Year, Today is an important day for the future of Magellan Health. I am excited to announce we have signed an agreement under which Magellan will join forces with the Centene family of companies. At the forefront of the decision is our commitment to our purpose w

Amendment to the Bylaws of Magellan Health, Inc.

Exhibit 3.1 AMENDMENT TO THE BYLAWS OF MAGELLAN HEALTH, INC. (a Delaware corporation) The Bylaws of Magellan Health, Inc., a Delaware corporation (the “Corporation”), adopted on January 5, 2004 and amended on February 25, 2008, June 4, 2014, April 4, 2016 and May 24, 2017 (the “Bylaws”), are hereby amended, pursuant to action duly taken by the Board of Directors of the Corporation on the date here

Agreement and Plan of Merger between Centene Corporation, Mayflower Merger Sub, Inc. and the Company, which was filed as Exhibit 2.1 on Form 8-K, which was filed on January 4, 2021 and is incorporated herein by reference.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, MAYFLOWER MERGER SUB, INC. and MAGELLAN HEALTH, INC. Dated as of January 4, 2021 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 Closing 2 Section 1.2 The Merger 2 Article II EFFECT ON THE CAPITAL STOCK; EXCHANGE OF CERTIFICATES Section 2.1 Effect on Capital Stock of the Company and Merger Sub 3 Se

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

- DEFA 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 CENTENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Centene Signs Definitive Agreement to Acquire Magellan Health

Exhibit 99.1 N E W S R E L E A S E Centene Contacts: Media Investors Marcela Manjarrez-Hawn Jennifer Lynch Gilligan (314) 445-0790 (212) 759-0382 [email protected] [email protected] Magellan Health Contacts: Media Investors Lilly Ackley Darren Lehrich (860) 507-1923 (860) 507-1814 [email protected] [email protected] FOR IMMEDIATE RELEASE Centene Signs Definitive Agr

Amendment to the Bylaws of Magellan Health, Inc.

Exhibit 3.1 AMENDMENT TO THE BYLAWS OF MAGELLAN HEALTH, INC. (a Delaware corporation) The Bylaws of Magellan Health, Inc., a Delaware corporation (the “Corporation”), adopted on January 5, 2004 and amended on February 25, 2008, June 4, 2014, April 4, 2016 and May 24, 2017 (the “Bylaws”), are hereby amended, pursuant to action duly taken by the Board of Directors of the Corporation on the date here

January 4, 2021 Cautionary Statement on Forward-Looking Statements of Centene All statements, other than statements of current or historical fact, contained in this presentation are forward-looking statements. Without limiting the foregoing, forward-

Exhibit 99.2 January 4, 2021 Cautionary Statement on Forward-Looking Statements of Centene All statements, other than statements of current or historical fact, contained in this presentation are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “ma

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Exhibit 99.2 Manager Talking Points for Employees Ÿ We have signed an agreement under which Magellan Health will join the Centene family of companies. We are bringing together two organizations with a shared commitment and complementary capabilities in behavioral health, specialty heath, and pharmacy management. Ÿ We expect the transaction to close in the second half of 2021 at which time Magellan

Customer Letter

Exhibit 99.4 Customer Letter from Ken Fasola Dear [NAME], Today is an important day for the future of Magellan Health and our valued customers. I am excited to announce that we have signed an agreement under which Magellan Health will join the Centene family of companies. We’re thrilled to bring together two organizations with a shared commitment and complementary capabilities in behavioral health

Excerpt of Customer / Provider / Member Talking Points and FAQ

Exhibit 99.5 Customer/Provider/Member Talking Points/FAQs Key Talking Points/Script for Customers · Hello and Happy New Year. I want to share important and exciting news about Magellan Health and its future. This morning we have announced that we signed an agreement under which Magellan Health will join the Centene family of companies. · We’re thrilled to bring together two organizations with a sh

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Exhibit 99.3 Q&A for All Employees About the Transaction Q: What can you tell me about the deal? A: Magellan Health has signed a definitive agreement to be acquired by Centene. We expect the transaction to close in the second half of 2021 at which time Magellan becomes a part of Centene’s Health Care Enterprises. We are bringing together two organizations with a shared commitment and complementary

Centene Signs Definitive Agreement to Acquire Magellan Health

Exhibit 99.1 N E W S R E L E A S E Centene Contacts: Media Investors Marcela Manjarrez-Hawn Jennifer Lynch Gilligan (314) 445-0790 (212) 759-0382 [email protected] [email protected] Magellan Health Contacts: Media Investors Lilly Ackley Darren Lehrich (860) 507-1923 (860) 507-1814 [email protected] [email protected] FOR IMMEDIATE RELEASE Centene Signs Definitive Agr

Agreement and Plan of Merger, dated as of January 4, 2021, by and among Centene Corporation, Mayflower Merger Sub, Inc. and Magellan Health, Inc.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, MAYFLOWER MERGER SUB, INC. and MAGELLAN HEALTH, INC. Dated as of January 4, 2021 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 Closing 2 Section 1.2 The Merger 2 Article II EFFECT ON THE CAPITAL STOCK; EXCHANGE OF CERTIFICATES Section 2.1 Effect on Capital Stock of the Company and Merger Sub 3 Se

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 4, 2021 Magellan Health, Inc. (Exact name of registrant as specified in its charter) Delaware 1-6639 58-1076937 (State of Incorporation) (Commission File No.) (I.R.S. Employer

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Exhibit 99.4 Customer Letter from Ken Fasola Dear [NAME], Today is an important day for the future of Magellan Health and our valued customers. I am excited to announce that we have signed an agreement under which Magellan Health will join the Centene family of companies. We’re thrilled to bring together two organizations with a shared commitment and complementary capabilities in behavioral health

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 CENTENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 (January 3, 2021) Magellan Health, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (C

External FAQ

Exhibit 99.6 External Frequently Asked Questions and Answers Q: What has been announced? A: Magellan Health has signed a definitive agreement to be acquired by Centene. We expect the transaction to close in the second half of 2021 at which time Magellan becomes a part of Centene’s Health Care Enterprises. Ken Fasola will continue to lead Magellan along with members of the executive leadership team

January 4, 2021 Cautionary Statement on Forward-Looking Statements of Centene All statements, other than statements of current or historical fact, contained in this presentation are forward-looking statements. Without limiting the foregoing, forward-

Exhibit 99.2 January 4, 2021 Cautionary Statement on Forward-Looking Statements of Centene All statements, other than statements of current or historical fact, contained in this presentation are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “ma

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) 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. 3)1 Magellan Health, In

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) 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.

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Exhibit 99.6 External Frequently Asked Questions and Answers Q: What has been announced? A: Magellan Health has signed a definitive agreement to be acquired by Centene. We expect the transaction to close in the second half of 2021 at which time Magellan becomes a part of Centene’s Health Care Enterprises. Ken Fasola will continue to lead Magellan along with members of the executive leadership team

Merger Support Agreement by and among Centene Corporation, Mayflower Merger Sub, Inc., Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, Starboard X Master Fund Ltd, Starboard Value and Opportunity Master Fund L LP, Starboard Value and Opportunity C LP, Starboard Value and Opportunity S LLC, Starboard Value R LP, Starboard Value L LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value R GP LLC, Jeffrey C. Smith, and Peter A. Feld, dated January 4, 2021.

MERGER SUPPORT AGREEMENT This MERGER SUPPORT AGREEMENT, dated as of January 4, 2021 (this “Agreement”), is made and entered into by and among Centene Corporation, a Delaware corporation (“Parent”), Mayflower Merger Sub, Inc.

Centene Signs Definitive Agreement to Acquire Magellan Health

Exhibit 99.1 N E W S R E L E A S E Centene Contacts: Media Investors Marcela Manjarrez-Hawn Jennifer Lynch Gilligan (314) 445-0790 (212) 759-0382 [email protected] [email protected] Magellan Health Contacts: Media Investors Lilly Ackley Darren Lehrich (860) 507-1923 (860) 507-1814 [email protected] [email protected] FOR IMMEDIATE RELEASE Centene Signs Definitive Agr

Manager Talking Points for Employees of Magellan Health, Inc.

Exhibit 99.2 Manager Talking Points for Employees Ÿ We have signed an agreement under which Magellan Health will join the Centene family of companies. We are bringing together two organizations with a shared commitment and complementary capabilities in behavioral health, specialty heath, and pharmacy management. Ÿ We expect the transaction to close in the second half of 2021 at which time Magellan

Excerpt of Employee FAQ

Exhibit 99.3 Q&A for All Employees About the Transaction Q: What can you tell me about the deal? A: Magellan Health has signed a definitive agreement to be acquired by Centene. We expect the transaction to close in the second half of 2021 at which time Magellan becomes a part of Centene’s Health Care Enterprises. We are bringing together two organizations with a shared commitment and complementary

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Magellan Health Reports Third Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports Third Quarter 2020 Financial Results PHOENIX – October 29, 2020 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the third quarter ended September 30, 2020, as summarized b

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1

Magellan Health Reschedules Third Quarter 2020 Earnings Conference Call

EX-99.1 2 mgln-20201029xex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reschedules Third Quarter 2020 Earnings Conference Call PHOENIX – October 29, 2020 – Magellan Health, Inc. (NASDAQ: MGLN) today announced that due to a systems outag

Employment agreement dated September 2, 2020 between the Company and David Bourdon.

EX-10.1 2 mgln-20200902xex10d1.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between David Bourdon (“Employee”) and Magellan Health, Inc. (together with any successor or assign, the “Employer) on behalf of itself and its direct and indirect controlled subsidiaries and affiliates (collectively referred to herein as the “Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 29, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Magellan Health Reports Second Quarter 2020 Financial Results Updates Guidance to Reflect Pending Magellan Complete Care Divestiture

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Darren Lehrich, [email protected], (860) 507-1814 Magellan Health Reports Second Quarter 2020 Financial Results Updates Guidance to Reflect Pending Magellan Complete Care Divestiture PHOENIX – July 29, 2020 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial re

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6639

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 17, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorp

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorp

Stock and Asset Purchase Agreement between Magellan Health, Inc. and Molina Healthcare, Inc., dated April 30, 2020, which was filed as Exhibit 2.1 to the Company’s quarter report on Form 10-Q, which was filed on May 11, 2020 and is incorporated herein by reference.

Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT by and between MAGELLAN HEALTH, INC. and MOLINA HEALTHCARE, INC. Dated as of April 30, 2020 -1- TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 2 Section 1.01 Purchase and Sale; Assumption of Liabilities 2 Section 1.02 Purchase Price 2 Section 1.03 Escrow 2 Section 1.04 Closing Adjustment 2 Section 1.05 The Closing 3 Section 1.06 Certain Closing De

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-663

Magellan Health Reports First Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507‑1923 Investor Contact: Joe Bogdan, [email protected], (860) 507‑1910 Magellan Health Reports First Quarter 2020 Financial Results PHOENIX – May 11, 2020 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the first quarter ended March 31, 2020, as summarized below: Three M

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2020 Magellan Health, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction of Incorporation) (Commission File Num

Magellan Health and Molina Healthcare Enter Into Definitive Agreements to Divest Magellan Complete Care and Establish Commercial Relationship for Multiple Magellan Services

Exhibit 99.1 Magellan Health and Molina Healthcare Enter Into Definitive Agreements to Divest Magellan Complete Care and Establish Commercial Relationship for Multiple Magellan Services · Magellan Complete Care divestiture provides Magellan with compelling value for stockholders, improves strategic focus and enhances flexibility to fund future growth initiatives · Transaction includes purchase pri

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Form of Performance-Based Restricted Stock Unit Agreement pursuant to the 2016 MIP.

Exhibit 10.3 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT REFERENCE NUMBER: 2016 – MARCH 4, 2020 – [NAME] As of March 4, 2020 SECTION 1. GRANT OF PERFORMANCE-BASED RESTRICTED STOCK UNITS. (a) Performance-Based Restricted Stock Units. On the terms and conditions set forth in this Performance-Based Restricted Stock Unit Agreement (the “Agreem

Form of Restricted Stock Unit Agreement pursuant to the 2016 MIP.

Exhibit 10.1 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT REFERENCE NUMBER: 2016- MARCH 4, 2020 – [NAME] As of March 4, 2020 SECTION 1. GRANT OF RESTRICTED STOCK UNITS. (a) Restricted Stock Units. On the terms and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and each Notice of Restricted Stock Unit Award referencing this Agr

Form of Notice of Restricted Stock Unit Award pursuant to the 2016 MIP.

Exhibit 10.2 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (REFERENCE NO. 2016-MARCH 4, 2020) Name of Grantee: [NAME] Date of Grant: March 4, 2020 Type of Award: Restricted Stock Units, each Restricted Stock Unit representing the right to receive on the terms and conditions of the Restricted Stock Unit Agreement between Grantee and the Company reference

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Form of Notice of Terms of Performance-Based Restricted Stock Units pursuant to the 2016 MIP.

Exhibit 10.4 Magellan Health, Inc. 2016 Management Incentive Plan Notice of Terms of Performance-Based Restricted Stock Units (Reference No. 2016-March 2020) Name of Grantee: [NAME] Date of Grant: March 4, 2020 Type of Award: Performance-Based Restricted Stock Units (“PSU”), each PSU representing the right to receive on the terms and conditions of the Performance-Based Restricted Stock Unit Agreem

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

List of subsidiaries of the Company.

Exhibit 21 MAGELLAN HEALTH, INC. LIST OF SUBSIDIARIES Entity Name: Jurisdiction of Domicile: Magellan Pharmacy Services, Inc. Delaware Subsidiaries: 4-D Pharmacy Management Systems, LLC Michigan AdvoCare of Tennessee, Inc. Tennessee Magellan Method, LLC (f/k/a CDMI, LLC) Rhode Island Magellan Administrative Services, LLC Delaware Magellan Behavioral Health of New Jersey, LLC New Jersey Magellan Be

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6639 MAGELLAN HEALTH,

Description of securities.

EX-4.4 2 ex-4d4.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES As of February 28, 2020, Magellan Health, Inc. (hereinafter, the “Company”) had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $.01 per share (the “Common Stock”). The following summary includes a brief description of the Common S

Magellan Health Reports 2019 Financial Results and Provides 2020 Guidance

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports 2019 Financial Results and Provides 2020 Guidance PHOENIX – February 28, 2020– Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the fourth quarter and full year ended December 31,

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

MGLN / Magellan Health, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* MAGELLAN HEALTH INC (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

MGLN / Magellan Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Magellan Health Inc Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Magellan Health Board of Directors Appoints David Haddock as General Counsel and Secretary of Magellan Health

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Board of Directors Appoints David Haddock as General Counsel and Secretary of Magellan Health PHOENIX – February 3, 2020 – Magellan Health, Inc. (NASDAQ: MGLN) today announced that the Company’s Board of Directors

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2020 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

Employment Agreement, dated December 3, 2019, between the Company and James E. Murray, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on December 5, 2019 and is incorporated herein by reference.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between James E. Murray (“Employee”), and Magellan Health, Inc. (together with any successor or assign, the “Employer) on behalf of itself and its subsidiaries and affiliates (collectively referred to herein as the “Company”) on this 3rd day of December, 2019. WHEREAS, Employer desires to obta

Magellan Health Board of Directors Appoints James Murray as President and Chief Operating Officer of Magellan Health

EX-99.1 3 ex-99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Board of Directors Appoints James Murray as President and Chief Operating Officer of Magellan Health Phoenix, Ariz. – December 5, 2019 – Magellan Health, Inc. (NASDAQ: MGLN) today ann

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Transition and Retirement Agreement dated November 11, 2019 between the Company and Daniel N. Gregoire.

Exhibit 10.1 TRANSITION AND RETIREMENT AGREEMENT This Transition and Retirement Agreement (the “Agreement”) is made this 11th day of November, 2019, by and between, Magellan Health, Inc. (the “Company”) and Daniel N. Gregoire (“Executive”). WHEREAS, Executive is party to that certain Employment Agreement by and between the Company and Executive, dated as of January 17, 2005, as amended (the “Emplo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 11, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Magellan Health Reports Third Quarter 2019 Financial Results Lowers 2019 Earnings Guidance

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Third Quarter 2019 Financial Results Lowers 2019 Earnings Guidance Phoenix, Ariz. – November 1, 2019 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the third quarter ended Sep

Letter Agreement dated August 26, 2019 between the Company and Barry M. Smith, which was filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q which was filed on November 1, 2019 and is incorporated herein by reference.

Exhibit 10.1 August 23, 2019 Barry M. Smith 6508 N. Desert Fairway Drive Paradise Valley, AZ 85253 Dear Barry: As an acknowledgement of your contributions to Magellan and willingness to facilitate the successful transition of your role, this letter is to extend to you the opportunity to participate in the Magellan Health, Inc. (the “Company”) 2019 Incentive Compensation Plan (the “ICP”) if your em

Restricted Stock Award Agreement dated August 26, 2019 between the Company and Steven J. Shulman, which was filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q which was filed on November 1, 2019 and is incorporated herein by reference.

Exhibit 10.2 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT As of August 26, 2019 SECTION 1. GRANT OF RESTRICTED SHARES. (a) GRANT. On the terms and conditions set forth in this Agreement, effective as of the date hereof (the “DATE OF GRANT”), Magellan Health, Inc. (the “COMPANY” as further defined below) grants to the Grantee referred to on the signature pag

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Magellan Health Board of Directors Appoints Kenneth J. Fasola as Chief Executive Officer

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Board of Directors Appoints Kenneth J. Fasola as Chief Executive Officer Phoenix, Ariz. – October 31, 2019 – Magellan Health, Inc. (NASDAQ: MGLN) today announced that the Company’s Board of Directors has appointed

Employment Agreement, dated October 31, 2019, between the Company and Kenneth Fasola, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on October 31, 2019 and is incorporated herein by reference.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Kenneth Fasola (“Employee”), and Magellan Health, Inc. (together with any successor or assign, the “Employer) on behalf of itself and its subsidiaries and affiliates (collectively referred to herein as the “Company”) on this 31st day of October, 2019. WHEREAS, Employer desires to obtai

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 29, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Magellan Health Reports Second Quarter 2019 Financial Results and Confirms Full Year Guidance Also Announces Leadership Succession Plan

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Second Quarter 2019 Financial Results and Confirms Full Year Guidance Also Announces Leadership Succession Plan Scottsdale, Ariz. – July 30, 2019 – Magellan Health, Inc. (NASDAQ: MGLN) today announced fina

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6639

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 21, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Magellan Health Reports First Quarter 2019 Financial Results

Exhibit 99.1 Lilly Ackley, [email protected], (860) 507-1923 Joe Bogdan, [email protected], (860) 507-1910 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports First Quarter 2019 Financial Results Scottsdale, Ariz. – May 2, 2019 – Magellan Health, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 2, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorpo

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1‑663

MGLN / Magellan Health, Inc. DEF 14A DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Inco

MAGELLAN HEALTH ANNOUNCES AGREEMENT WITH STARBOARD Four New Independent Directors to Join Magellan Health Board Starboard Agrees to Support All Magellan Health Nominees at 2019 Annual Meeting

EX-99.1 3 ex-99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 MAGELLAN HEALTH ANNOUNCES AGREEMENT WITH STARBOARD Four New Independent Directors to Join Magellan Health Board Starboard Agrees to Support All Magellan Health Nominees at 2019 Annual Meeting SCOTTSD

Agreement dated as of March 28, 2019, by and among Magellan Health, Inc. and Starboard Value LP and certain of its affiliates, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on March 29, 2019 and is incorporated herein by reference.

Exhibit 10.1 Execution Version AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 28, 2019 by and among Magellan Health, Inc., a Delaware corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 28, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (I

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Common Stock, $0.01 par value per share, of Magellan Health, Inc. This Joint Filing Agreem

[The remainder of this page intentionally left blank]

Exhibit 99.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 28, 2019 by and among Magellan Health, Inc., a Delaware corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS,

MGLN / Magellan Health, Inc. / Starboard Value LP - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Magellan Health, Inc. (Name of Issuer) Ordinary Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) JEFFREY

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Form of Notice of Stock Option Grant, relating to options granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.2 to the Company’s current report on Form 8-K, which was filed on March 7, 2019 and is incorporated herein by reference.

Exhibit 10.2 MAGELLAN HEALTH, INC. 2016 Management Incentive Plan Notice of Stock Option Grant (Reference No. 2016-March 5, 2019) Name of Optionee: [Employee Name] Shares Subject to Option: shares of Ordinary Common Stock of Magellan Health, Inc. (the “Shares”) Type of Option: X Nonqualified Incentive Exercise Price per Share: $66.57 Date of Grant: March 5, 2019 Date Exercisable and Other Conditio

Form of Performance-Based Restricted Stock Unit Agreement, relating to performance-based restricted stock units granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.3 to the Company’s current report on Form 8-K, which was filed on March 7, 2019 and is incorporated herein by reference.

Exhibit 10.3 Magellan Health, Inc. 2016 Management Incentive Plan Performance-Based Restricted Stock Unit Agreement Reference Number: 2016 - March 5, 2019 – [Employee Name] As of March 5, 2019 Section 1. Grant Of PERFORMANCE-BASED RESTRICTED Stock UnitS. (a) Performance-Based Restricted Stock Units. On the terms and conditions set forth in this Performance-Based Restricted Stock Unit Agreement (th

Form of Stock Option Agreement, relating to options granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on March 7, 2019 and is incorporated herein by reference.

EX-10.1 2 ex-10d1.htm EX-10.1 Exhibit 10.1 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN STOCK OPTION AGREEMENT Reference No. 2016 March 5, 2019 [Employee Name] SECTION 1. GRANT OF OPTION. (a) OPTION. On the terms and conditions set forth in this Stock Option Agreement (the “Agreement”) and each Notice of Stock Option Grant referencing this Agreement, Magellan Health, Inc. (the “COMPANY” as

Form of Notice of Performance-Based Restricted Stock Unit Award, relating to performance-based restricted stock units granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.4 to the Company’s current report on Form 8-K, which was filed on March 7, 2019 and is incorporated herein by reference.

EX-10.4 5 ex-10d4.htm EX-10.4 Exhibit 10.4 Magellan Health, Inc. 2016 Management Incentive Plan Notice of Terms of Performance-Based Restricted Stock Units (Reference No. 2016-March 2019) Name of Grantee:«Name» Date of Grant:March 5, 2019 Type of Award:Performance-Based Restricted Stock Units (“PSU”), each PSU representing the right to receive on the terms and conditions of the Performance-Based R

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2019 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of I

Magellan Health Reports Fourth Quarter and Full Year 2018 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Fourth Quarter and Full Year 2018 Financial Results Scottsdale, Ariz. – February 28, 2019 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the fourth quarter and full year ended

MGLN / Magellan Health, Inc. 10-K (Annual Report)

10-K 1 mgln-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

List of subsidiaries of the Company.

Exhibit 21 MAGELLAN HEALTH, INC. LIST OF SUBSIDIARIES Entity Name: Jurisdiction of Domicile: Magellan Pharmacy Services, Inc. Delaware Subsidiaries: 4-D Pharmacy Management Systems, LLC Michigan AdvoCare of Tennessee, Inc. Tennessee Magellan Method, LLC (f/k/a CDMI, LLC) Rhode Island Magellan Administrative Services, LLC Delaware Magellan Behavioral Health of New Jersey, LLC New Jersey Magellan Be

Amendment No. 2 to Credit Agreement dated as of February 27, 2019, among the Company, as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and the lenders party thereto, which was filed as Exhibit 4.6 to the Company’s annual report on Form 10-K, which was filed on February 28, 2019 and is incorporated herein by reference.

EX-4.6 2 mgln-20181231ex467da6563.htm EX-4.6 Exhibit 4.6 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of February 27, 2019 (this “Agreement”; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among MAGELLAN HEALTH, INC., (with its successors, the “Borrower”), each Lender a party hereto and MUFG BANK,

MGLN / Magellan Health, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

MGLN / Magellan Health, Inc. LETTER TO SHAREHOLDERS

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MGLN / Magellan Health, Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

MGLN / Magellan Health, Inc. / Starboard Value LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Magellan Health, Inc. (Name of Issuer) Ordinary Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) JEFFREY

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017

Exhibit 99.3 STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017 February , 2019 Re: Magellan Health, Inc. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of Magellan Health, Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fu

JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.2 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Magellan Health, Inc., a Delaware corporation (the “Company”); WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S

POWER OF ATTORNEY

Exhibit 99.5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Magellan Health, Inc., (the “C

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017

Exhibit 99.4 STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017 February , 2019 Dear : This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Mas

MGLN / Magellan Health, Inc. / Starboard Value LP - EXHIBIT 99.1: LETTER TO SHAREHOLDERS, DATED FEBRUARY 22, 2019 Activist Investment

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MGLN / Magellan Health, Inc. / VANGUARD GROUP INC Passive Investment

magellanhealthinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9 )* Name of issuer: Magellan Health Inc Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate bo

MGLN / Magellan Health, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* MAGELLAN HEALTH INC (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

MGLN / Magellan Health, Inc. / Starboard Value LP - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Magellan Health, Inc. (Name of Issuer) Ordinary Common Stock, par value $0.01 per share (Title of Class of Securities) 559079207 (CUSIP Number) JEFFREY

POWER OF ATTORNEY

Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Common Stock, $0.01 par value per share, of Magellan Health, Inc. This Joint Filing Agreem

Magellan Health Announces Full Year 2019 Guidance

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Announces Full Year 2019 Guidance Scottsdale, Ariz. – December 7, 2018 – Magellan Health, Inc. (NASDAQ: MGLN) announced today its full year 2019 guidance parameters. $Millions, except per share results 2019 Guidan

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 28, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of In

Magellan Health Reports Third Quarter 2018 Financial Results Lowers 2018 Earnings Guidance

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Third Quarter 2018 Financial Results Lowers 2018 Earnings Guidance Scottsdale, Ariz. – November 7, 2018 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the third quarter ended

MGLN / Magellan Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1

Other Events

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (

Amendment No.1 to Credit Agreement dated as of August 13, 2018, among the Company, as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and the lenders party thereto, which was filed as Exhibit 4.1 to the Company’s current report on Form 8-K, which was filed on August 13, 2018 and is incorporated herein by reference.

Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of August 13, 2018 (this “Agreement”; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among MAGELLAN HEALTH, INC., (with its successors, the “Borrower”), each Lender a party hereto and MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mits

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Inc

Magellan Health Reports Second Quarter 2018 Financial Results Lowers 2018 Guidance

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Second Quarter 2018 Financial Results Lowers 2018 Guidance Scottsdale, Ariz. – July 27, 2018 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the second quarter ended June 30, 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

MGLN / Magellan Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1‑6639

MGLN / Magellan Health, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 magellanhealthinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: Magellan Health Inc Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: June 29, 2018 Check the appropriate box to designate the rule pursuant to w

MGLN / Magellan Health, Inc. S-8

S-8 1 a18-147691s8.htm S-8 As filed with the Securities and Exchange Commission on June 12, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAGELLAN HEALTH, INC. (Exact name of registrant as specified in its charter) DELAWARE 58-1076937 (State or other jurisdiction of (I.R.S. employe

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Inco

Magellan Health Reports First Quarter 2018 Financial Results

Exhibit 99.1 NEWS RELEASE Media Contact: Lilly Ackley, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports First Quarter 2018 Financial Results Scottsdale, Ariz. – April 26, 2018 – Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the first quarter ended March 31, 2018, as summarized be

MGLN / Magellan Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1‑663

Other Events

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 24, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (I

Magellan Health, Inc. 2014 Employee Stock Purchase Plan, as amended and restated May 24, 2018 (incorporated herein by reference to Appendix A of the Registrant’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2018).

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (I

Form of Performance-Based Restricted Stock Unit Agreement, relating to performance-based restricted stock units granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.3 to the Company’s current report on Form 8-K, which was filed on March 9, 2018 and is incorporated herein by reference.

Exhibit 10.3 Magellan Health, Inc. 2016 Management Incentive Plan Performance-Based Restricted Stock Unit Agreement Reference Number: 2016 - March 5, 2018 – [Employee Name] As of March 5, 2018 Section 1. Grant Of PERFORMANCE-BASED RESTRICTED Stock UnitS. (a) Performance-Based Restricted Stock Units. On the terms and conditions set forth in this Agreement and each Notice of Performance-Based Restri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2018 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incor

Form of Stock Option Agreement, relating to options granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on March 9, 2018 and is incorporated herein by reference.

Exhibit 10.1 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN STOCK OPTION AGREEMENT Reference No. 2016 March 5, 2018 [Employee Name] SECTION 1. GRANT OF OPTION. (a) OPTION. On the terms and conditions set forth in this Agreement and each Notice of Stock Option Grant referencing this Agreement, Magellan Health, Inc. (the “COMPANY” as further defined below) grants to the Optionee referred to on

Form of Notice of Performance-Based Restricted Stock Award, relating to performance-based restricted stock units granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.4 to the Company’s current report on Form 8-K, which was filed on March 9, 2018 and is incorporated herein by reference.

Exhibit 10.4 Magellan Health, Inc. 2016 Management Incentive Plan Notice of Terms of Performance-Based Restricted Stock Units (Reference No. 2016-March 2018) Name of Grantee:«Name» Date of Grant:March 5, 2018 Type of Award:Performance-Based Restricted Stock Units (“PSU”), each PSU representing the right to receive on the terms and conditions of the Performance-Based Restricted Stock Unit Agreement

Form of Notice of Stock Option Grant, relating to options granted under the 2016 Management Incentive Plan, which was filed as Exhibit 10.2 to the Company’s current report on Form 8-K, which was filed on March 9, 2018 and is incorporated herein by reference.

Exhibit 10.2 MAGELLAN HEALTH, INC. 2016 Management Incentive Plan Notice of Stock Option Grant (REFERENCE NO. 2016-MARCH 5, 2018) Name of Optionee: [Employee Name] Shares Subject to Option: shares of Ordinary Common Stock of Magellan Health, Inc. (the “Shares”) Type of Option: X Nonqualified Incentive Exercise Price per Share: $99.45 Date of Grant: March 5, 2018 Date Exercisable and Other Conditio

List of subsidiaries of the Company.

Exhibit 21 MAGELLAN HEALTH, INC. LIST OF SUBSIDIARIES Entity Name: Jurisdiction of Domicile: Magellan Pharmacy Services, Inc. Delaware Subsidiaries: 4-D Pharmacy Management Systems, LLC Michigan AdvoCare of Tennessee, Inc. Tennessee Magellan Method, LLC (f/k/a CDMI, LLC) Rhode Island Magellan Administrative Services, LLC Delaware Magellan Behavioral Health of New Jersey, LLC New Jersey Magellan Be

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 MAGELLAN HEALTH, INC. Computation of Ratio of Earnings to Fixed Charges (In thousands, except ratio data) For The Years Ended December 31, 2013 2014 2015 2016 2017 Fixed charges: Capitalized interest credit $ 30 $ 1,863 $ 167 $ 524 $ 10,019 Interest factor in rent expense 652 612 580 612 672 Other interest and fixed charges 2,263 3,399 6,182 9,585 21,149 Total fixed charges $ 2,945 $

MGLN / Magellan Health, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1‑6639 MAGELLAN HEALTH,

Magellan Health Reports Fourth Quarter 2017 and Full Year Financial Results

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Kristen Durocher, [email protected], (860) 507-1983 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Fourth Quarter 2017 and Full Year Financial Results Scottsdale, Ariz. ? February 27, 2018 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the fourth quarter and

Financial Statements and Exhibits, Results of Operations and Financial Condition

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MGLN / Magellan Health, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 magellanhealthinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Magellan Health Inc Title of Class of Securities: Common Stock CUSIP Number: 559079207 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pursuant

MGLN / Magellan Health, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs029.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* MAGELLAN HEALTH INC (Name of Issuer) Common Stock (Title of Class of Securities) 559079207 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2017 MAGELLAN HEALTH, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File

Magellan Health Announces Full Year 2018 Guidance

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Kristen Durocher, [email protected], (860) 507-1983 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Announces Full Year 2018 Guidance Scottsdale, Ariz. ? December 1, 2017 ? Magellan Health, Inc. (NASDAQ: MGLN) announced today its full year 2018 guidance parameters. $ Millions, except per share re

Financial Statements and Exhibits, Results of Operations and Financial Condition

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

mgln10312017Folio8KA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Magellan Health Reports Third Quarter 2017 Financial Results Updates Full Year 2017 Guidance, Including Acquisition of Senior Whole Health

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Third Quarter 2017 Financial Results Updates Full Year 2017 Guidance, Including Acquisition of Senior Whole Health Scottsdale, Ariz. ? November 1, 2017 ? Magellan Health, Inc. (NAS

Financial Statements and Exhibits, Results of Operations and Financial Condition

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1

Magellan Health Closes on Acquisition of Senior Whole Health

mglnEX991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Closes on Acquisition of Senior Whole Health Scottsdale, Ariz. ? October 31, 2017 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced it has closed on the acquisition of SWH Holdings, I

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

mgln10312017Folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Magellan Health Receives Regulatory Approvals to Acquire Senior Whole Health Company now expects closing on or before December 31, 2017

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Receives Regulatory Approvals to Acquire Senior Whole Health Company now expects closing on or before December 31, 2017 Scottsdale, Ariz. ? October 9, 2017 ? Magellan Health (NASDAQ MGLN)

Regulation FD Disclosure, Financial Statements and Exhibits

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2017 MAGELLAN HEALTH, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-6639 58-1076937 (State or other Jurisdiction of Incorporation) (Commission F

Magellan Health Announces Closing of $400 Million of 4.40 Percent Senior Notes Due 2024 and Refinancing of Senior Credit Facility

Exhibit 99.1 Sep 25, 2017 Magellan Health Announces Closing of $400 Million of 4.40 Percent Senior Notes Due 2024 and Refinancing of Senior Credit Facility SCOTTSDALE, Ariz. ?(BUSINESS WIRE)? Magellan Health, Inc. (NASDAQ: MGLN) (?Magellan?) announced today that it has completed a public offering (the ?Notes Offering?) of $400.0 million aggregate principal amount of its 4.40 percent senior notes d

Credit Agreement dated as of September 22, 2017, among the Company, as borrower, BTMU, JPMorgan Chase Bank, N.A., Compass Bank (d/b/a BBVA Compass), U.S. Bank National Association and Wells Fargo Securities, LLC as co-syndication agents, BTMU as administrative agent and the lenders party thereto from time to time, which was filed as Exhibit 4.4 to the Company’s current report on Form 8-K, which was filed on September 25, 2017.

Exhibit 4.4 EXECUTION VERSION $750,000,000 CREDIT AGREEMENT among MAGELLAN HEALTH, INC., as Borrower, VARIOUS LENDERS and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent, Swingline Lender and an Issuing Lender Dated as of September 22, 2017 JPMORGAN CHASE BANK, N.A., COMPASS BANK (d/b/a BBVA COMPASS), U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-

First Supplemental Indenture, dated September 22, 2017, between the Company, as issuer and U.S. Bank National Association, as trustee, which was filed as Exhibit 4.2 to the Company’s current report on Form 8-K, which was filed on September 25, 2017.

Exhibit 4.2 MAGELLAN HEALTH, INC., Issuer U.S. BANK NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 22, 2017 4.400% Senior Notes due 2024 Supplemental to Indenture dated as of September 22, 2017 THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is made this 22nd day of September, 2017, between MAGELLAN HEALTH, INC., a corporation duly incorpora

Base Indenture, dated as of September 22, 2017, between the Company, as issuer and U.S. Bank National Association, as trustee, which was filed as Exhibit 4.1 to the Company’s current report on Form 8-K, which was filed on September 25, 2017.

Exhibit 4.1 MAGELLAN HEALTH, INC., Issuer U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of September 22, 2017 Senior Debt Securities MAGELLAN HEALTH, INC. CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section Section 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 and 6.10(d) (c) Not Applicable Section 311 (a) 6.13(a) and 6.13(c) (b) 6.1

Underwriting Agreement, dated September 15, 2017, among Magellan Health, Inc., as issuer, and J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, which was filed as Exhibit 1.1 to the Company’s current report on Form 8-K, which was filed on September 18, 2017.

Exhibit 1.1 $400,000,000 MAGELLAN HEALTH, INC. 4.400% Senior Notes due 2024 Underwriting Agreement September 15, 2017 J.P. Morgan Securities LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 MUFG Securities Americas Inc. 1221 Avenue of th

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2017 MAGELLAN HEALTH, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-6639 58-1076937 (State or other Jurisdiction of Incorporation) (Commission F

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 Magellan Health, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) Pro Forma As Adjusted(1) Six Months Ended June 30, Year Ended December 31, Six Months Ended June 30, Years Ended December 31, 2017 2016 2017 2016 2015 2014 2013 2012 Fixed charges: Capitalized interest credit $ ? $ 4.3 $ 0.5 $ 0.5 $ 0.1 $ 1.9 $ ? $ 0.3 Interest factor in rent expen

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.400% Senior Notes due 2024 $400,000,000 $46,360

424B2 1 a2233320z424b2.htm 424B2 Use these links to rapidly review the document Table of Contents Prospectus Supplement Table of Contents Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-220281 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.400% Senior Notes due 2024 $400,000,000 $46,

Magellan Health, Inc. Pricing Term Sheet

Filed Pursuant to Rule 433 Registration Statement No. 333- 220281 Pricing Term Sheet Magellan Health, Inc. Pricing Term Sheet Issuer: Magellan Health, Inc. Size: $400,000,000 Maturity Date: September 22, 2024 Coupon: 4.400% Price to Public: 99.809% of face amount Yield to Maturity: 4.432% Spread to Benchmark Treasury: 240 bps Benchmark Treasury: 1.875% UST due August 31, 2024 Benchmark Treasury Pr

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2017

Use these links to rapidly review the document Table of Contents Prospectus Supplement Table of Contents Table of Contents Filed pursuant to Rule 424(b)(2) Registration No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

Magellan Health, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data)

EXHIBIT 12.1 Magellan Health, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) Six Months Ended June 30, Years Ended December 31, 2017 2016 2015 2014 2013 2012 Fixed charges: Capitalized interest credit $ 0.5 $ 0.5 $ 0.1 $ 1.9 $ ? $ 0.3 Interest factor in rent expense 0.4 0.6 0.6 0.6 0.6 0.8 Other interest and fixed charges 8.4 9.6 6.2 3.4 2.3 1.5 Total fixed

MAGELLAN HEALTH, INC., U.S. BANK NATIONAL ASSOCIATION, Dated as of [ ] Senior Debt Securities MAGELLAN HEALTH, INC.

Exhibit 4.1 MAGELLAN HEALTH, INC., Issuer U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of [ ] Senior Debt Securities MAGELLAN HEALTH, INC. CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section Section 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 and 6.10(d) (c) Not Applicable Section 311 (a) 6.13(a) and 6.13(c) (b) 6.13(b) and 6.13(c

Magellan Health S-3ASR

Use these links to rapidly review the document Table of Contents Table of Contents As filed with the Securities and Exchange Commission on August 31, 2017 Registration No.

Magellan Health Reports Second Quarter 2017 Financial Results

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports Second Quarter 2017 Financial Results Scottsdale, Ariz. ? July 28, 2017 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the second quarter ended June 3

Financial Statements and Exhibits, Results of Operations and Financial Condition

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1‑6639

Agreement and Plan of Merger, dated July 13, 2017, among Magellan Healthcare, Inc., SWH Holdings, Inc., certain of the stockholders of SWH Holdings, Inc., certain of the vested optionholders of SWH Holdings, Inc., TA Associates Management, L.P. and Silver Merger Sub, Inc., which was filed as Exhibit 2.1 to the Company’s quarterly report on Form 10-Q, which was filed on July 28, 2017 and is incorporated herein by reference.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG SWH HOLDINGS, INC., CERTAIN OF THE STOCKHOLDERS OF SWH HOLDINGS, INC., TA ASSOCIATES MANAGEMENT, L.P., AS SECURITYHOLDERS’ AGENT, MAGELLAN HEALTHCARE, INC., AS PURCHASER, AND SILVER MERGER SUB INC., AS MERGER SUB, July 13, 2017 Table of Contents Page ARTICLE I INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretati

Magellan Health to Acquire Senior Whole Health Acquisition will advance Magellan’s capabilities in long-term care

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health to Acquire Senior Whole Health Acquisition will advance Magellan?s capabilities in long-term care Scottsdale, Ariz. ? July 13, 2017 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced i

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Second Amended and Restated Certificate of Incorporation of the Company, as amended and restated on May 25, 2017, which was filed as Exhibit 3.1 to the Company’s current report on Form 8-K, which was filed on May 25, 2017 and is incorporated herein by reference.

EX-3.1 2 ex-3d1.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAGELLAN HEALTH, INC. 1. The name of the Corporation is Magellan Health, Inc. (the "Corporation"). The name under which the Corporation was originally incorporated was Charter Medical Corporation. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Bylaws of the Company as amended and restated on May 24, 2017, which was filed as Exhibit 3.2 to the Company’s current report on Form 8-K, which was filed on May 25, 2017 and is incorporated herein by reference.

mglnEx32 Exhibit 3.2 BYLAWS of MAGELLAN HEALTH, INC. (A Delaware corporation) As adopted on January 5, 2004, as amended through May 24, 2017 Table of Contents ARTICLE I Certain Definitions; Principal Office; Notices to the Corporation 1 SECTION 1. Certain Definitions 1 SECTION 2. Principal Office; Notices to the Corporation 2 ARTICLE II Stockholders? Meetings 2 SECTION 1. Annual Meetings of Stockh

Magellan Health ESP

Magellan Health, Inc. 4800 North Scottsdale Road Suite 4400 Scottsdale, AZ 85251 May 19, 2017 VIA EDGAR Correspondence Larry Spirgel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F St., NE Washington, DC 20549 Re: Magellan Health, Inc. Form 10-K for the Year Ended December 31, 2016 Filed February 24, 2017 Form 8-K Filed April 26, 2017 File No. 001-06639 Dear Mr. Spirg

Magellan Health 10-Q (Quarterly Report)

mglnCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Magellan Health Reports First Quarter 2017 Financial Results Confirms 2017 Guidance

mglnEx991 Exhibit 99.1 NEWS RELEASE Media Contact: Colleen Flanagan Johnson, [email protected], (860) 507-1923 Investor Contact: Joe Bogdan, [email protected], (860) 507-1910 Magellan Health Reports First Quarter 2017 Financial Results Confirms 2017 Guidance Scottsdale, Ariz. ? April 26, 2017 ? Magellan Health, Inc. (NASDAQ: MGLN) today announced financial results for the firs

Financial Statements and Exhibits, Results of Operations and Financial Condition

mglnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Magellan Health DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Magellan Health PRE 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Notice of Stock Option Grant, relating to options granted under the Company’s 2016 Management Incentive Plan, which was filed as Exhibit 10.2 to the Company’s current report on Form 8-K, which was filed on March 7, 2017 and is incorporated herein by reference.

mglnEx102 Exhibit 10.2 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (REFERENCE NO. 2016-MARCH 3, 2017) Name of Optionee: [Employee Name] Shares Subject to Option: shares of Ordinary Common Stock of Magellan Health, Inc. (the ?Shares?) Type of Option: X Nonqualified Incentive Exercise Price per Share: $ Date of Grant: March 3, 2017 Date Exercisable and Other Con

Form of Performance-Based Restricted Stock Unit Agreement, relating to performance-based restricted stock units granted under the Company’s 2016 Management Incentive Plan, which was filed as Exhibit 10.3 to the Company’s current report on Form 8-K, which was filed on March 7, 2017 and is incorporated herein by reference.

mglnEx103 Exhibit 10.3 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT REFERENCE NUMBER: 2016 - MARCH 3, 2017 ? [Employee Name] As of March 3, 2017 SECTION 1. GRANT OF PERFORMANCE-BASED RESTRICTED STOCK UNITS. (a) Performance-Based Restricted Stock Units. On the terms and conditions set forth in this Agreement and each Notice of Performance-Ba

Form of Stock Option Agreement, relating to options granted under the Company’s 2016 Management Incentive Plan, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, which was filed on March 8, 2017 and is incorporated herein by reference.

EX-10.1 2 mglnex101.htm EX-10.1 Exhibit 10.1 MAGELLAN HEALTH, INC. 2016 MANAGEMENT INCENTIVE PLAN STOCK OPTION AGREEMENT Reference No. 2016 March 3, 2017 [Employee Name] SECTION 1. GRANT OF OPTION. (a) OPTION. On the terms and conditions set forth in this Agreement and each Notice of Stock Option Grant referencing this Agreement, Magellan Health, Inc. (the “COMPANY” as further defined below) grant