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 *

MURRAY JAMES E		 2. Issuer Name and Ticker or Trading Symbol

MAGELLAN HEALTH INC [ MGLN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

4801 EAST WASHINGTON STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2022
(Street)

PHOENIX, AZ 85034
(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
Ordinary Common Stock, $0.01 par value 1/2/2022  M(1)  3262 A (2)14074 D  
Ordinary Common Stock, $0.01 par value 1/2/2022  F(3)  871 D$94.99 (4)13203 D  
Ordinary Common Stock, $0.01 par value 1/4/2022  D(5)  13203 D (5)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 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 $0.00 (2)1/2/2022  M (1)    3262  1/2/2021 (6) (2)Common Stock 3262  (2)3262 D  
Stock Options $76.64 1/4/2022  D     25346   (7)1/2/2030 Common Stock 25346  (7)0 D  
Restricted Stock Units $0.00 (2)1/4/2022  D     3262   (8) (2)Common Stock 3262  (8)0 D  
Restricted Stock Units $0.00 (2)1/4/2022  D     14566   (9) (2)Common Stock 14566  (9)0 D  
Restricted Stock Units $0.00 (2)1/4/2022  D     28271   (10) (2)Common Stock 28271  (10)0 D  
Performance-Based Restricted Stock Units $0.00 (2)1/4/2022  D     14006   (11) (2)Common Stock 14006  (11)0 D  
Performance-Based Restricted Stock Units $0.00 (2)1/4/2022  D     18206   (12) (2)Common Stock 18206  (12)0 D  
Explanation of Responses:
(1) This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on January 2, 2020. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
(2) Not applicable.
(3) Represents the portion of shares withheld by the Issuer in order to pay taxes.
(4) Closing price on Nasdaq on December 31, 2021.
(5) In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among the Issuer, Centene Corporation ("Centene") and Mayflower Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Centene, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") outstanding immediately prior to the effective time of the Merger and not otherwise excluded pursuant to the terms of the Merger Agreement was disposed of in exchange for $95.00 per share in cash, without interest (the "Merger Consideration").
(6) The remaining 3,262 Restricted Stock Units vest on January 2, 2023.
(7) These options previously granted on January 2, 2020, which provided for vesting in 3 equal installments, were disposed of in exchange for a number of options to purchase shares of Centene common stock and at an exercise price per share, in each case, as determined in accordance with the Merger Agreement. The remaining one-third vests on January 2, 2023.
(8) These unvested restricted stock units previously granted by the Issuer on January 2, 2020, which provided for vesting on January 2, 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
(9) These unvested restricted stock units previously granted by the Issuer on March 4, 2020, which provided for vesting in equal increments on each of March 4, 2022 and 2023, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
(10) These unvested restricted stock units previously granted by the Issuer on March 3, 2021, which provided for a one-third vesting of shares on each of March 3, 2022, 2023 and 2024, were disposed of in exchange for a number of restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
(11) These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on January 2, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
(12) These performance-vested restricted stock units of the Issuer that were previously reported in connection with an award granted on March 4, 2020 were disposed of in exchange for a number of time-vested restricted stock units related to shares of Centene common stock, as determined in accordance with the Merger Agreement.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MURRAY JAMES E
4801 EAST WASHINGTON STREET
PHOENIX, AZ 85034

President and COO
Signatures
/s/ James E. Murray1/4/2022
**Signature of Reporting PersonDate
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