TRIPLE-S MANAGEMENT CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously announced, Triple-S Management Corporation, a Puerto Rico corporation ("Triple-S"), GuideWell Mutual Holding Corporation, a Florida not-for-profit mutual insurance holding company ("GuideWell"), and GuideWell Merger, Inc., a Delaware corporation and a wholly owned subsidiary of GuideWell ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") on August 23, 2021. Pursuant to the terms of the Merger Agreement, on February 1, 2022, following the filing of a Certificate of Merger with the Secretary of State of the Commonwealth of Puerto Rico and a Certificate of Merger with the Secretary of the State of Delaware on January 31, 2022, Merger Sub was merged with and into Triple-S, the separate corporate existence of Merger Sub thereupon ceased and Triple-S continued as the surviving corporation (the "Merger"). As a result of the Merger, Triple-S is now a wholly owned subsidiary of GuideWell.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Triple-S common stock, par value $1.00 per share (the "Triple-S Common Stock") (other than (i) treasury shares of Triple-S Common Stock held by Triple-S and any shares of Triple-S Common Stock beneficially owned by GuideWell or Merger Sub, which shares were automatically canceled and retired in the Merger for no consideration, (ii) Triple-S RSAs (as defined below), which were treated in the Merger as described below and (iii) any shares of Triple-S Common Stock with respect to which dissenters' rights have been exercised, which were treated in the Merger as set forth in the Merger Agreement), was automatically canceled and retired and converted into the right to receive $36.00 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

In addition, pursuant to the Merger Agreement and at the Effective Time, (i) each share of Triple-S Common Stock subject to vesting or forfeiture, whether granted pursuant to Triple-S stock plans or otherwise (each, a "Triple-S RSA") that was outstanding as of the date of the Merger Agreement and immediately prior to the Effective Time, whether or not vested, was converted into the right to receive the Merger Consideration, without interest and less any applicable withholding taxes, (ii) each restricted stock unit subject to performance-based vesting criteria payable in, or whose value is determined with reference to the value of, shares of Triple-S Common Stock, whether granted pursuant to the Triple-S stock plans or otherwise (each, a "Triple-S PSU") that was outstanding as of the date of the Merger Agreement and immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the number of shares of Triple-S Common Stock covered by each such award immediately prior to the Effective Time, determined based on target performance, without interest and less any applicable withholding taxes, (iii) each restricted stock unit payable in, or whose value is determined with reference to the value of, shares of Triple-S Common Stock, whether granted pursuant to the Triple-S stock plans or otherwise (each, a "Triple-S RSU") that was outstanding as of the date of the Merger Agreement and immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the number of shares of Triple-S Common Stock covered by such award as of immediately prior to the Effective Time, without interest and less any applicable withholding taxes, and (iv) each award of Triple-S RSUs or Triple-S PSUs granted following the date of the Merger Agreement and outstanding immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the number of shares of Company Common . . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the closing of the Merger on January 31, 2022, Triple-S notified the New York Stock Exchange (the "NYSE") that the Merger had been completed, and requested that trading of Triple-S common stock on the NYSE be suspended. In addition, an application on Form 25 will be filed with the Securities and Exchange Commission to remove Triple-S's common stock from listing on the NYSE and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Triple-S intends to file a certificate on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in Items 2.01 and 3.01 are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the closing of the Merger and pursuant to the terms of the Merger Agreement, all of the members of Triple-S's Board of Directors were removed as of the Effective Time and replaced by the directors of Merger Sub immediately prior to the Effective Time.

Item 8.01 Other Events.

On February 1, 2022, GuideWell issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



 Exhibit
 Number                                Description
  2.1       Agreement and Plan of Merger, dated as of August 23, 2021, by and
          among Triple-S Management Corporation, GuideWell Mutual Holding
          Corporation and GuideWell Merger, Inc.
  99.1      Press Release dated February 1, 2022.
104       Cover Page Interactive Data File - the cover page XBRL tags are
          embedded within the Inline XBRL document.

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