Unassociated Document
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

(Amendment No. 5)*

MAGELLAN HEALTH SERVICES, INC.
(Name of Issuer)

Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)

559079207
(CUSIP Number)

October 27, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
¨
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
¨
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
CUSIP No. 559079207
13G
Page 2 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Management, L.P.

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,000,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,000,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.54%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
PN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 3 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Associates, LLC

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,000,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,000,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.54%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
OO - limited liability company
 
 
 
 
 
CUSIP No. 559079207
13G
Page 4 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Offshore Master Fund, L.P.

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
1,940,747
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
1,940,747
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,747
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.82%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
PN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 5 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Offshore GP, LLC

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
1,940,747
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
1,940,747
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,747
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.82%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
OO – limited liability company
 
 
 
 
 
CUSIP No. 559079207
13G
Page 6 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Hybrid Offshore Master Fund, L.P.

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
277,277
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
277,277
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,277
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.97%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
PN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 7 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Hybrid Offshore GP, LLC

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
277,277
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
277,277
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,277
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.97%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
OO - limited liability company
 
 
 
 
 
CUSIP No. 559079207
13G
Page 8 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Group, LLC

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,000,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,000,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.54%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
OO - limited liability company
 
 
 
 
 
CUSIP No. 559079207
13G
Page 9 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor Capital, L.P.

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
781,976
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
781,976
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,976
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.75%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
PN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 10 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
HealthCor, L.P.

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
781,976
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
781,976
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,976
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.75%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
PN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 11 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
Arthur Cohen

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,000,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,000,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.54%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
IN
 
 
 
 
 
CUSIP No. 559079207
13G
Page 12 of 18 Pages

 
(1)
NAMES OF REPORTING PERSONS
Joseph Healey

 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
(5)
SOLE VOTING POWER
   
0
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
3,000,000
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
0
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
3,000,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.54%
 
(12)
TYPE OF REPORTING PERSON (see instructions)
IN
 
 
 
 

CUSIP No. 559079207
13G
Page 13 of 18 Pages

Item 1(a).
Name of Issuer:
Magellan Health Services, Inc.

Item 1(b).
Address of Issuer's Principal Executive Offices:
5 Nod Road, Avon, CT  06001

Item 2(a, b, c).
Name of Person Filing:

(i) HealthCor Management, L.P., a Delaware limited partnership; Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(ii) HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(v) HealthCor Hybrid Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(vi) HealthCor Hybrid Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(vii) HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(viii) HealthCor Capital, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

(ix) HealthCor, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 
 
 

CUSIP No. 559079207
13G
Page 14 of 18 Pages

(x)  Joseph Healey; Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and

(xi) Arthur Cohen, 12 South Main Street, #203 Norwalk, Ct 06854.

Both Mr. Healey and Mr. Cohen are United States citizens.

The persons at (i) through (xi) above are collectively referred to herein as the "Reporting Persons".

Item 2(d).
Title of Class of Securities: Common Stock, $.01 Par Value Per Share (the "Common Stock")

Item 2(e).
CUSIP Number:  559079207

Item 3.
Not applicable.

Item 4.
Ownership.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Collectively, HealthCor, L.P., HealthCor Offshore Master Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 3,000,000 shares of the Common Stock of the Issuer.

HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P.  Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.

HealthCor Hybrid Offshore GP, LLC is the general partner of HealthCor Hybrid Offshore Master Fund, L.P.  Accordingly, HealthCor Hybrid Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Hybrid Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.
 
 
 
 
 
CUSIP No. 559079207
13G
Page 15 of 18 Pages

By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds.  HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds.

HealthCor Group LLC is the general partner of HealthCor Capital, L.P., which is in turn the general partner of HealthCor, L.P.  Accordingly, each of HealthCor Capital L.P. and HealthCor Group, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor, L.P.

As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares in excess of their actual pecuniary interest therein.

Item 5.
Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable

Item 8.
Identification and Classification of Members of the Group.
See Exhibit 1 to Amendment No. 4 to Schedule 13G filed by the Reporting Persons on February 9, 2011.

Item 9.
Notice of Dissolution of Group.
Not Applicable

 
 
 

CUSIP No. 559079207
13G
Page 16 of 18 Pages

Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 

CUSIP No. 559079207
13G
Page 17 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED:  October 31, 2011

 
HEALTHCOR MANAGEMENT, L.P.
       
   
By: HealthCor Associates, LLC, its general partner
       
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
  
   
Title: General Counsel
  
       
 
HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR L.P.
       
   
By: HealthCor Group, LLC, its general partner
       
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
  
   
Title: General Counsel
  
       
 
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
       
   
By: HealthCor Group, LLC, its general partner
       
   
By: /s/ John H. Coghlin
  
   
Name:  John H. Coghlin
  
   
Title:  General Counsel
  
       
 
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
       
   
By: HealthCor Group, LLC, its general partner
       
   
By: /s/ John H. Coghlin
  
   
Name:  John H. Coghlin
  
   
Title:  General Counsel
  
       
 
HEALTHCOR ASSOCIATES, LLC
       
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
  
   
Title: General Counsel
  

 
 
 

CUSIP No. 559079207
13G
Page 18 of 18 Pages

 
HEALTHCOR GROUP, LLC
       
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
  
   
Title: General Counsel
  
       
 
JOSEPH HEALEY, Individually
       
   
/s/ Joseph Healey
  
       
 
ARTHUR COHEN, Individually
       
   
/s/ Arthur Cohen