SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAHR MICHAEL E

(Last)

(First)

(Middle)

250 S. AUSTRALIAN AVENUE

SUITE 400

(Street)

WEST PALM BEACH

US 33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METROPOLITAN HEALTH NETWORKS INC [ MDF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2011		S		29,900	D	$5.13⁽¹⁾	717,633	I⁽⁴⁾	See footnote #4
Common Stock	03/07/2011		S		29,900	D	$4.99⁽²⁾	687,733	I⁽⁴⁾	See footnote #4
Common Stock	03/08/2011		S		20,000	D	$5.06⁽³⁾	667,733	I⁽⁴⁾	See footnote #4
Common Stock	03/08/2011		S		7,092	D	$5.05	660,641	I⁽⁴⁾	See footnote #4
Common Stock	03/09/2011		S		500	D	$5.04	660,141	I⁽⁴⁾	See footnote #4
Common Stock	03/09/2011		S		84,274	D	$5⁽⁵⁾	575,867	I⁽⁴⁾	See footnote #4
Common Stock								112,202⁽⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on March 7, 2011. The actual sales prices ranged from a low of $5.05 to a high of $5.21. The Reporting Person undertakes to provide upon request of the SEC Staff, Metropolitan Health Networks, Inc. or a Metropolitan Health Networks, Inc. security holder full information regarding the number of shares sold at each price within the range.

2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on March 7, 2011. The actual sales prices ranged from a low of $4.98 to a high of $4.99. The Reporting Person undertakes to provide upon request of the SEC Staff, Metropolitan Health Networks, Inc. or a Metropolitan Health Networks, Inc. security holder full information regarding the number of shares sold at each price within the range.

3. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on March 8, 2011. The actual sales prices ranged from a low of $5.05 to a high of $5.09. The Reporting Person undertakes to provide upon request of the SEC Staff, Metropolitan Health Networks, Inc. or a Metropolitan Health Networks, Inc. security holder full information regarding the number of shares sold at each price within the range.

4. Includes (i) 535,167 shares held in the Cahr Dynastic Trust as of the close of business on March 9, 2011, over which Mr. Cahr has voting and investment power, (ii) 26,200 shares held by Mr. Cahr in a money purchase plan, (iii) 10,000 shares held in Mr. Cahr's spouse's individual retirement account, (iv) 4,500 shares held by Mr. Cahr in a 401(k) retirement plan. Does not include 89,000 shares held by Mr. Cahr's daughter, 7,500 shares held by Mr. Cahr's son and 3,800 shares held by Mr. Cahr's grandson, with respect to which Mr. Cahr disclaims beneficial ownership.

5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on March 9, 2011. The actual sales prices ranged from a low of $5.00 to a high of $5.01. The Reporting Person undertakes to provide upon request of the SEC Staff, Metropolitan Health Networks, Inc. or a Metropolitan Health Networks, Inc. security holder full information regarding the number of shares sold at each price within the range.

6. Includes (i) 31,902 shares owned directly by Mr. Cahr or in individual accounts he controls, (ii) 40,400 shares held by Mr. Cahr jointly with Mr. Cahr's spouse, (iii) 39,900 shares held in Mr. Cahr's individual retirement account.

	/s/ Michael E. Cahr	03/09/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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