SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NOLAN TIMOTHY E

(Last)

(First)

(Middle)

6705 ROCKLEDGE DRIVE

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2011

3. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Government Programs

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,663	D
Common Stock	3,328	I	Held indirectly by managed account (401(K) Plan)
Common Stock Restricted	54,947	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	05/01/2010⁽¹⁾	05/01/2019	Common Stock	30,000	$16.04	D
Non-Qualified Stock Option	05/26/2011⁽¹⁾	05/26/2020	Common Stock	30,000	$20.46	D
Non-Qualified Stock Option	06/22/2012⁽¹⁾	06/22/2021	Common Stock	32,914	$36.11	D
Restore Phantom Common Stock⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock	4,407	⁽⁵⁾	I	Phantom Common Stock held in RESTORE account. See Footnote 2

Explanation of Responses:

1. Stock options vest in equal annual increments over three- and four-year periods.

2. Shares of common stock that are not held directly by the reporting person, but are purchased by Coventry's 401(k) Restoration and Deferred Compensation Plan's rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE account is automatically settled in cash so the reporting person never owns the shares outright.

3. Following retirement or termination of employment, the phantom common stock in the RESTORE account is paid out in cash.

4. See Footnote 3.

5. Shares were acquired at various prices at market value through re-allocation of investments and regular payroll deduction and allocated to the reporting person's account in Coventry's 401(K) Restoration and Deferred Compensation Plan.

	Timothy E. Nolan	11/17/2011
	** 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 5 (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.
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