FORM 4 [ ] 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 *

Leenay Mark
2. Issuer Name and Ticker or Trading Symbol

WELLCARE HEALTH PLANS, INC. [ WCG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Chief Medical Officer
(Last)          (First)          (Middle)

C/O WELLCARE HEALTH PLANS, INC., 8735 HENDERSON ROAD, REN 1
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2019
(Street)

TAMPA, FL 33634
(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 Stock 12/30/2019  A(1)  3419 A$0 7242 D  
Common Stock 12/30/2019  M(2)  217 A$0 7459 D  
Common Stock 12/30/2019  M(3)  223 A$0 7682 D  
Common Stock 12/30/2019  F  1622 (4)D$330.76 6060 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (5)12/30/2019  M (2)    217   (6) (6)Common Stock 217 $0 0 D  
Restricted Stock Units  (5)12/30/2019  M (3)    223   (6) (6)Common Stock 223 $0 224 D  

Explanation of Responses:
(1) Relates to performance stock unit ("PSU") awards granted to the Reporting Person on 3/22/17. The Compensation Committee certified PSU awards would vest and settle based on a net income margin goal for the year ended 12/31/19 achieved at 200% of target, or 1,298 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal for the three years ended 12/31/19 achieved at 200% of target, or 1,076 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal for the three years ended 12/31/19 achieved at 161% of target, or 1,045 shares. Vesting and settlement of the PSUs were accelerated to 12/30/19.
(2) Vesting of restricted stock units granted to the Reporting Person on 3/22/17 for which vesting and settlement were accelerated to 12/30/19.
(3) Vesting of restricted stock units granted to the Reporting Person on 3/19/18 for which vesting and settlement were accelerated to 12/30/19.
(4) Forfeiture of shares to satisfy tax obligations related to stock units for which vesting and settlement were accelerated to 12/30/19.
(5) Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
(6) Vesting and settlement of the restricted stock units were accelerated to 12/30/19.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Leenay Mark
C/O WELLCARE HEALTH PLANS, INC.
8735 HENDERSON ROAD, REN 1
TAMPA, FL 33634


EVP, Chief Medical Officer

Signatures
/s/ Michael Haber, attorney-in-fact1/2/2020
**Signature of Reporting PersonDate

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