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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ZIELINSKI THOMAS C (Last) (First) (Middle) 6705 ROCKLEDGE DRIVE, SUITE 900 (Street) BETHESDA MD 20817 (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) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/22/2011		M		66,667	A	$18.07	150,253(1)	D(2)
Common Stock	12/22/2011		S		66,667	D	$31.138	83,586(3)	D(4)
Common Stock	12/22/2011		M		20,000	A	$20.46	103,586(5)	D(6)
Common Stock	12/22/2011		S		20,000	D	$31.138	83,586(7)	D(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$18.07	12/22/2011		M		66,667		06/22/2010(9)	06/22/2019	Common Stock	66,667	$0	334,236(10)	D
Non-Qualified Stock Option	$20.46	12/22/2011		M			314,236	05/26/2011	05/26/2020	Common Stock	20,000	$0	314,236(11)	D

Explanation of Responses:

1. Includes the following: Table I - Non-Derivative Securities consisting of 66,667 shares of common stock held directly pursuant to the exercise of a non-qualified stock option, 3,785 shares of common stock held indirectly by managed account (401(k) Plan), and 79,801 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods.

2. See Footnote 1 for shares held directly and indirectly.

3. Includes the following: Table I - Non-Derivative Securities consisting of 3,785 shares of common stock held indirectly by managed account (401(k) Plan), and 79,801 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods.

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

5. Includes the following: Table I - Non-Derivative Securities consisting of 20,000 shares of common stock held directly pursuant to the exercise of a non-qualified stock option, 3,785 shares of common stock held indirectly by managed account (401(k) Plan), and 79,801 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods.

6. See Footnote 5 for shares held directly and indirectly.

7. Includes the following: Table I - Non-Derivative Securities consisting of 3,785 shares of common stock held indirectly by managed account (401(k) Plan), and 79,801 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods.

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

9. Exercisable in equal annual increments with the first increment exercisable on 6/22/2010.

10. Includes the following: Table II-Derivative Securities consisting of non-qualified stock options for 334,236 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly; and 50,000 performance stock units that will be settled in cash if the award vests.

11. Includes the following: Table II-Derivative Securities consisting of non-qualified stock options for 314,236 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly; and 50,000 performance stock units that will be settled in cash if the award vests.

	Thomas C. Zielinski	12/23/2011
	** Signature of Reporting Person	Date
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* 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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