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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer subject Expires: September 30, 1998
to Section 16. Form 4 or Form 5 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Estimated average burden hours
obligations may continue. per response 0.5
See Instruction 1(b).
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person(s)
PAYSON, NORMAN C. OXFORD HEALTH PLANS, INC. ("OXHP") to Issuer (Check all applicable)
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(Last) (First) (Middle) 3. IRS or Social 4.Statement for Month/Year X Director 10% Owner
Security Number ___ ___
48 MONROE TURNPIKE of Reporting DECEMBER 2000 X Officer Other
Person ___ ___
(Street) (Voluntary) (give title below) (specify below)
TRUMBULL, CT 06611 5. If Amendment, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Date of Original
(City) (State) (Zip) (Month/Year) 7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
___
___ Form filed by More than One
Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of
(Instr.3) action action or Disposed of (D) Securities Form: Indirect
Date Code (Instr. 3, 4 and 5) Beneficially Direct Beneficial
(Instr. Owned at (D) or Ownership
8) End of Month Indirect
(Month/ (A) or (Instr. 3 (I) (Instr. 4)
Day/ Code V Amount (D) Price and 4) (Instr. 4)
Year)
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COMMON STOCK 4/17/00 G* 1,000,000 D * * I TRUST*
COMMON STOCK 12/28/00 J** 1,000,000 D ** 0
COMMON STOCK 12/28/00 J*** 644,330 D *** 0
COMMON STOCK 1,000,000 D
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* On April 17, 2000, the Reporting Person's wife transferred 1,000,000 shares
of the Issuer's common stock into a grantor retained annuity trust (the
"Trust") of which the Reporting Person was the trustee. The Reporting
Person's wife is the recipient of the annuity payments under the Trust, and
trusts for the benefit of the Reporting Person's adult children are the
recipients of the remainder interests of the Trust.
** On December 28, 2000, the Reporting Person resigned from his position as
trustee of the Trust and an independent person was appointed in his place.
The Reporting Person's wife has no investment control over the assets of the
Trust. The Reporting Person disclaims beneficial ownership of the shares
held by the Trust.
*** As previously reported, the Reporting Person had indirect beneficial
ownership of 644,330 shares of the Issuer's common stock which are held by a
limited liability company (the "LLC") of which the Reporting Person was the
controlling member and the sole managing member. On December 28, 2000, the
Reporting Person transferred his entire membership interest to his wife and
resigned from his position as sole managing member of the LLC, and an
independent person was appointed in his place. The Reporting Person's wife
has no investment control over the assets of the LLC. The Reporting Person
disclaims beneficial ownership of the shares held by the LLC.
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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FORM 4 (CONTINUED)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of Deriv- 6. Date Exer- 7. Title and Amount of
Derivative sion or action action ative Securities Ac- cisable and Underlying Securities
Security Exercise Date Code quired (A) or Dis- Expiration (Instr. 3 and 4)
(Instr. 3) Price of (Instr. 8) posed of (D) Date
Deri- (Instr. 3, 4 and 5) (Month/Day/
vative (Month/ Year)
Security Day/
Year)
Date Expira- Amount or
Exer- tion Title Number of
cisable Date Shares
Code V (A) (D)
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STOCK OPTION * $14.4375 3/15/00 A V 400,000 3/15/01 3/15/07 COMMON STOCK 400,000
STOCK OPTION ** $14.4375 3/15/00 A V 400,000 6/15/00 3/15/07 COMMON STOCK 400,000
STOCK OPTION $18.063 3/3/00 3/3/06 COMMON STOCK 400,000
STOCK OPTION $ 6.0625 2/23/99 8/28/05 COMMON STOCK 1,000,000
STOCK OPTION $ 15.52 2/23/99 2/23/08 COMMON STOCK 2,000,000
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1. Title of 8. Price 9. Number 10. Owner- 11. Nature
Derivative of of deriv- ship of
Security Deriv- ative Form of Indirect
(Instr. 3) ative Secur- Deriv- Benefi-
Secur- ities ative cial
ity Bene- Security Owner-
(Instr. ficially Direct ship
5) Owned (D) or (Instr. 4)
at End Indirect
of (I)
Month (Instr. 4)
(Instr. 4)
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STOCK OPTION * $14.4375 400,000 D
STOCK OPTION ** $14.4375 400,000 D
STOCK OPTION $18.063 400,000 D
STOCK OPTION $ 6.0625 1,000,000 D
STOCK OPTION $15.52 2,000,000 D
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Explanation of Responses:
* On March 15, 2000, the Reporting Person was granted a stock option to purchase
400,000 shares of the Issuer's common stock at $14.4375 per share. This option
vests in four equal parts on an annual basis beginning on the first anniversary
of the date of grant and expires in seven years.
** On March 15, 2000, the Reporting Person was granted a stock option to
purchase 400,000 shares of the Issuer's common stock at $14.4375 per share. This
option vests in eight equal parts on a quarterly basis beginning on June 15,
2000 and expires in seven years.
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Intentional misstatements or omissions of facts constitute Federal Criminal /S/ NORMAN C. PAYSON, M.D. 12/28/00
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ** Signature of Reporting Person Date
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Note: File three copies of this Form, one of which must be manually signed. If
space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number
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SEC 1474 (7-96)
