FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CLARK JOHN D

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/18/2007 

3. Issuer Name and Ticker or Trading Symbol

UNIVERSAL AMERICAN FINANCIAL CORP [UHCO]

(Last)        (First)        (Middle)

C/O WELSH, CARSON, ANDERSON & STOWE, 320 PARK AVENUE, SUITE 2500

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2083500   I   By Welsh, Carson, Anderson & Stowe X, L.P.   (1)
Common Stock   8244625   I   By Welsh, Carson, Anderson & Stowe IX, L.P.   (2)
Common Stock   5755   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock     (3)   (4) Series B Preferred Stock   5000     (3) I   By Welsh, Carson, Anderson & Stowe X, L.P.   (1)
Series B Preferred Stock     (5)   (4) Common Stock   4415700   $20.00   (5) I   By Welsh, Carson, Anderson & Stowe X, L.P.   (1)

Explanation of Responses:
( 1)  The Reporting Person is a managing member of the sole general partner of Welsh, Carson, Anderson & Stowe X, L.P. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
( 2)  The Reporting Person is a managing member of the sole general partner of Welsh, Carson, Anderson & Stowe IX, L.P. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
( 3)  Subject to certain conditions, the shares of Series A Preferred Stock are exchangeable for a correspoinding number of shares of Series B Preferred Stock at the option of the holder thereof.
( 4)  There is no applicable expiration date.
( 5)  Each share of Series B Preferred Stock is convertible into 100 shares of Common Stock at any time at the option of the holder thereof, subject to certain conditions, for no additional consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CLARK JOHN D
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500
NEW YORK, NY 10022

X


Signatures
/s/ David Mintz, Attorney-in-fact 9/28/2007
** 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 5(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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