MGLN Magellan Health Inc

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the Agreement defined and described in Item 4 below, Gavin T. Molinelli, Leslie V. Norwalk, Guy P. Sansone, Shirley A. Weis and Steven J. Shulman are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 4 is hereby amended to add the following:

On March 28, 2019, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”), and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Agreement, the Issuer agreed to increase the size of the Board from nine (9) to thirteen (13) directors and appoint Peter A. Feld (the “Starboard Appointee), Leslie V. Norwalk, Guy P. Sansone and Steven J. Shulman (each an “Independent Appointee” and, together with the Starboard Appointee, the “Appointed Directors”) as directors of the Issuer.

The Issuer also agreed, among other things, (i) that the Board shall nominate each Appointed Director for election to the Board at the Issuer’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”) for terms expiring at the Issuer’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”); (ii) to recommend, support and solicit proxies for the Appointed Directors at the 2019 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of its incumbent directors (the “Continuing Directors”); (iii) that the Board shall take all necessary actions to decrease the size of the Board from thirteen (13) to ten (10) directors, effective immediately following the election of directors at the 2019 Annual Meeting, and that the slate of nominees for election at the 2019 Annual Meeting, together with the incumbent directors whose terms expire at the 2020 Annual Meeting who will continue to serve following the 2019 Annual Meeting, shall equal ten (10); (iv) that the Board shall take all necessary actions to (a) form a Strategic Committee of the Board (the “Strategic Committee”) to explore strategic alternatives for the Issuer, with the goal of creating value for the Issuer’s shareholders and (b) appoint Messrs. Feld and Shulman to the Strategic Committee, plus two (2) Continuing Directors as determined by the Board, with Mr. Feld serving as its Chairman; (v) to appoint Mr. Sansone to the Audit Committee; (vi) to appoint Ms. Norwalk and Mr. Feld to the Management Compensation Committee; (vii) to appoint Mr. Shulman to the Nominating/Corporate Governance Committee; (viii) that during the Standstill Period (as defined below), each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies certain criteria for appointment to any such committee(s); and (ix) that during the period commencing upon the conclusion of the 2019 Annual Meeting and continuing through the expiration of the Standstill Period, the Board shall take all necessary actions to set the size of the Board at no more than ten (10) directors, unless Starboard consents in writing to any proposal to increase the size of the Board.

The Agreement also provides that if any of the Appointed Directors (or any replacement director) is unable to serve as a director, resigns or is removed as a director prior to the end of the Standstill Period and at such time Starboard beneficially owns in the aggregate at least the lesser of (i) three percent (3.0%) of the Issuer’s then outstanding Shares and (ii) 717,760 Shares, then Starboard has the ability to recommend a substitute person to serve on the Board who meets certain independence and experience criteria, in accordance with the terms of the Agreement.

Pursuant to the terms of the Agreement, Starboard agreed, among other things: (i) to withdraw its nominations for the 2019 Annual Meeting and not nominate or recommend any person for election at the any annual or special meeting of the Issuer’s shareholders or in connection with any solicitation of shareholder action by written consent (each, a “Shareholder Meeting”); (ii) not to submit any proposal for consideration at, or bring any other business before, a Shareholder Meeting; (iii) not to initiate, encourage or participate in any “vote no,” “withhold” or similar campaign with respect to a Shareholder Meeting; and to appear in person or by proxy at the 2019 Annual Meeting and vote all Shares beneficially owned by Starboard (a) in favor of all directors nominated by the Board for election, (b) in favor of the ratification of the appointment of Ernst & Young LLP as the Issuer’s independent registered public accounting firm for the 2019 fiscal year, (c) in accordance with the Board’s recommendation with respect to the Issuer’s “say-on-pay” proposal, and (d) in accordance with the Board’s recommendation wih respect to any other Issuer proposal or shareholder proposal presented at the 2019 Annual Meeting; provided, however, that in the event Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC (Glass Lewis) recommends otherwise with respect to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or shareholder proposal presented at the 2019 Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation.

Starboard also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) the date that is fifteen (15) business days prior to the deadline for the submission of shareholder nominations for the 2020 Annual Meeting pursuant to the Issuer’s Bylaws or (ii) the date that is ninety (90) days prior to the first anniversary of the 2019 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Starboard from taking specified actions with respect to the Issuer and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group” or becoming party to any voting arrangement or agreement; (iii) seeking or knowingly encouraging others to submit nominations for election or removal of directors; (iv) making stockholder proposals or offers with respect to mergers, acquisitions and other business combinations; or (v) seeking Board representation other than as provided in the Agreement.

On March 29, 2019, the Issuer and Starboard jointly issued a mutually agreeable press release to announce their entry into the Agreement.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 23,925,342 Shares outstanding, as of February 22, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019.

Percentage: Approximately 6.8%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 9.9%

Percentage: Approximately 9.9%

Percentage: Approximately 9.9%

Percentage: Approximately 9.9%

Percentage: Approximately 9.9%

Percentage: 0%

Percentage: 0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

On March 28, 2019, Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On March 29, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2019