WCG WellCare Health Plans Inc

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 * Asher Andrew Lynn	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 Financial Officer
(Last)          (First)          (Middle) C/O WELLCARE HEALTH PLANS, INC., 8735 HENDERSON ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/1/2019
(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	11/1/2019		G(1)	V	800	D	$0	0	I	By Trust
Common Stock	1/17/2020		A(2)		12255	A	$0	60947	D
Common Stock	1/17/2020		A(3)		11662	A	$0	72609	D
Common Stock	1/17/2020		A(4)		7732	A	$0	80341	D
Common Stock	1/17/2020		M(5)		776	A	$0	81117	D
Common Stock	1/17/2020		M(6)		1439	A	$0	82556	D
Common Stock	1/17/2020		F(7)		13774	D	$338.83	68782	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
Restricted Stock Units	(8)	1/17/2020		M			776	(9)	(9)	Common Stock	776	$0	0	D
Restricted Stock Units	(8)	1/17/2020		M			1439	(9)	(9)	Common Stock	1439	$0	0	D

Explanation of Responses:
(1)	Reflects gift of 800 shares made on November 1, 2019.
(2)	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 4,652 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 3,858 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 3,745 shares. Vesting and settlement of the PSUs were accelerated to 1/17/20 to effect treatment contemplated by the Agreement and Plan of Merger by and between Centene Corporation, WellCare?Health?Plans, Inc. and other parties thereto filed on Form?8-K on March 27, 2019 (the "Merger Agreement").
(3)	Relates to PSU awards granted to the Reporting Person on 3/19/18. The Compensation Committee certified PSU awards would vest and settle based on a net income margin goal achieved at 200% of target, or 4,316 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal achieved at 178% of target, or 3,483 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal achieved at 179% of target, or 3,863 shares. Vesting and settlement of the PSUs were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(4)	Relates to PSU awards granted to the Reporting Person on 3/13/19. The Compensation Committee certified PSU awards would vest and settle based on an earnings per share goal achieved at 100% of target, or 2,204 shares. The Compensation Committee certified the PSU awards would vest and settle based on a relative total shareholder return goal achieved at 200% of target, or 3,324 shares. The Compensation Committee certified the PSU awards would vest and settle based on a quality improvement goal achieved at 100% of target, or 2,204 shares. Vesting and settlement of the PSUs were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(5)	Vesting of restricted stock units granted to the Reporting Person on 3/22/17 for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(6)	Vesting of restricted stock units granted to the Reporting Person on 3/19/18 for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(7)	Forfeiture of shares to satisfy tax obligations related to stock units for which vesting and settlement were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.
(8)	Each restricted stock unit represents a contingent right to receive one share of WCG common stock.
(9)	Vesting and settlement of the restricted stock units were accelerated to 1/17/20 to effect treatment contemplated by the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Asher Andrew Lynn C/O WELLCARE HEALTH PLANS, INC. 8735 HENDERSON ROAD TAMPA, FL 33634			EVP, Chief Financial Officer

Signatures
/s/ Michael W. Haber, Attorney-in-fact		1/22/2020
**Signature of Reporting Person		Date