SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MOORHEAD RODMAN (Last) (First) (Middle) C/O WARBURG PINCUS LLC 466 LEXINGTON AVE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COVENTRY HEALTH CARE INC [ CVH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2006
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2006		J(1)	1,200(2)	A	$0	29,360(3)	D(4)
Common Stock	09/09/2003		J4(5)	400(16)	A	$0	29,760(6)	D(7)
Common Stock	12/03/2003		J4(8)	600(9)	A	$0	30,360(10)	D(11)
Common Stock	01/04/2004		J(12)	500(13)	A	$0	30,860(14)	D(15)
Common Stock	06/02/2005		S	800(17)	A	$69.58(18)	30,060(19)	D(20)
Common Stock	10/03/2005		J(21)	350	A	$0	30,410(22)	D(23)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. To correct sale of 800 shares on June 2, 2005 shown as sold out of Direct ownership instead of Indirect ownership. Shares expressed in post-split numbers reflecting October 3, 2005 three-for-two stock split.

2. See Footnote 1.

3. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg,Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

4. See Footnote 3 for shares held directly and indirectly.

5. A transaction that occurred on September 9, 2003, inadvertently, was not reported on a Form 4. On September 9, 2003, Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds ("Equity Partners") distributed 400 shares of Common Stock to two trusts (200 shares in each trust) established by Mr. Moorhead for the benefit of his two children.

6. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg, Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, 400 shares held indirectly by trust for the benefit of Mr. Moorhead's children, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

7. See Footnote 6 for shares held directly and indirectly.

8. A transaction that occurred on December 3, 2003, inadvertently, was not reported on a Form 4. On December 3, 2003, Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds ("Equity Partners") distributed 600 shares of Common Stock to two trusts (300 shares in each trust) established by Mr. Moorhead for the benefit of his two children.

9. See Footnote 8. Shares expressed in pre-split numbers (i.e., before the January 4, 2004 and October 3, 2005 three-for-two stock splits).

10. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg, Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, 1,000 shares held indirectly by trust for the benefit of Mr. Moorhead's children, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

11. See Footnote 10 for shares held directly and indirectly.

12. Shares received in three-for-two stock split on January 4, 2004.

13. See Footnote 12.

14. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg, Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, 1,500 shares held indirectly by trust for the benefit of Mr. Moorhead's children, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

15. See Footnote 14 for shares held directly and indirectly.

16. Shares expressed in pre-split numbers (i.e., before the January 4, 2004 and October 3, 2005 three-for-two stock splits.)

17. To correct the reporting of the sale of 800 shares on June 2, 2005, to reflect the sale out of Indirect ownership (By Trust) instead of Direct ownership. Shares expressed in pre-split numbers before the October 3, 2005 three-for-two stock split.

18. Reflects the average price for shares sold out of the two trust accounts as follows: (i) 300 shares @ $69.63, (ii) 100 shares at $69.58, and (iii) 400 shares at $69.54.

19. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg, Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, 700 shares held indirectly by trust for the benefit of Mr. Moorhead's children, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

20. See Footnote 19 for shares held directly and indirectly.

21. To reflect shares received by the two trusts in the three-for-two stock split on October 3, 2005.

22. Includes the following: Table I-Non-Derivative Securities comprised of 23,224 shares of common stock held directly, 1,636 shares held indirectly through affiliation with Warburg, Pincus Ventures, L.P., a Delaware limited partnership and Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership and certain affiliated funds, 1,050 shares held indirectly by trust for the benefit of Mr. Moorhead's children, and 4,500 shares of restricted common stock held directly with restrictions lapsed or lapsing over three year periods.

23. See Footnote 22 for shares held directly and indirectly.

	Rodman W. Moorhead, III	01/13/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.