FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thierer Mark 		2. Issuer Name and Ticker or Trading Symbol

Catamaran Corp [ CTRX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1600 MCCONNOR PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/23/2015
(Street)

SCHAUMBURG, IL 60173
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common share   7/23/2015     D    310649   D $61.50   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (nonqualified)   $25.115   7/23/2015     D         70904      (2) 3/9/2018   Common share   70904     (2) 0   D    
Stock option (nonqualified)   $35.25   7/23/2015     D         69236      (2) 3/6/2019   Common share   69236     (2) 0   D    
Restricted stock unit   $0.00   7/23/2015     D         9458      (3)   (3) Common share   9458     (3) 0   D    
Restricted stock unit   $0.00   7/23/2015     D         70922      (3)   (3) Common share   70922     (3) 0   D    
Stock option (nonqualified)   $56.25   7/23/2015     D         75230      (2) 3/6/2020   Common share   75230     (2) 0   D    
Restricted stock unit   $0.00   7/23/2015     D         135450      (3)   (3) Common share   15050     (3) 0   D    
Restricted stock unit   $0.00   7/23/2015     D         181046      (4)   (4) Common share   33255     (4) 0   D    
Stock option (nonqualified)   $44.70   7/23/2015     D         110844      (5) 3/5/2021   Common share   110844     (5) 0   D    
Restricted stock unit   $0.00   7/23/2015     D         184547      (4)   (4) Common share   50332     (4) 0   D    
Stock option (nonqualified)   $49.65   7/23/2015     D         125830      (5) 3/4/2022   Common share   125830     (5) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the terms of the arrangement agreement, dated March 29, 2015, among issuer, UnitedHealth Group Incorporated and 1031387 B.C. Unlimited Liability Company in exchange for a cash payment of $61.50 per share (the "arrangement consideration").
( 2)  These stock options vested in full upon consummation of the arrangement and, upon vesting, were converted into the right to receive an amount in cash equal to the product of (i) the number of common shares subject to such stock option multiplied by (ii) the excess, if any, of (A) the arrangement consideration over (B) the exercise price per common share of such stock option (less any withholding taxes).
( 3)  Pursuant to the terms of the arrangement agreement, these restricted stock units vested in full upon consummation of the arrangement (with performance-based restricted stock units vesting at 200% of the target level applicable to such performance-based restricted stock unit) and, upon vesting, were converted into the right to receive the arrangement consideration (less any withholding taxes) for each common share subject to such restricted stock unit.
( 4)  Pursuant to the terms of the arrangement agreement, these restricted stock units were converted into restricted stock units in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the restricted stock units immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion (except that the performance level for the performance-based restricted stock units granted in 2014 was deemed achieved at 166.67% of the target level and the performance level of the performance-based restricted stock units granted in 2015 was deemed achieved at 133.33% of the target level).
( 5)  Pursuant to the terms of the arrangement agreement, these stock options were converted into an option to purchase equity in UnitedHealth Group Incorporated based on a formula designed to preserve the intrinsic value of the stock options immediately prior to such conversion and remain subject to the same vesting terms as were applicable immediately prior to such conversion.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thierer Mark
1600 MCCONNOR PARKWAY
SCHAUMBURG, IL 60173

President & CEO

Signatures
Mark Thierer, BY: Jennifer Guico, his attorney-in-fact 7/23/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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