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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/09/2010 | M | 150,000 | A | $14.32 | 266,865(1) | D | |||
Common Stock | 11/09/2010 | D | 150,000 | D | $25.9(2) | 116,865(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock | $14.32 | 11/09/2010 | M | 150,000 | 12/31/2009 | 04/08/2019 | Common Stock | 150,000 | $0 | 852,707(4) | D |
Explanation of Responses: |
1. Includes the following: Table I-Non-Derivative Securities consisting of 169,455 shares of common stock held directly, 1,671 shares of common stock held indirectly by managed account (401(k) Plan), 5,280 shares of common stock held indirectly by managed account (Other Retirement Account) and 90,459 shares of restricted common stock with all restrictions lapsed. |
2. Represents the aggregate average price per share. See attached Schedule A for a breakdown of the individual sales prices per sale. |
3. Includes the following: Table I-Non-Derivative Securities consisting of 19,455 shares of common stock held directly, 1,671 shares of common stock held indirectly by managed account (401(k) Plan), 5,280 shares of common stock held indirectly by managed account (Other Retirement Account) and 90,459 shares of restricted common stock with all restrictions lapsed. |
4. Includes the following: Table II-Derivative Securities consisting of a non-qualified stock option with a remaining balance of 850,000 shares of common stock, of which 350,000 shares are vested and 500,000 shares will vest on April 8, 2011, and 2,707 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan. |
Allen F. Wise | 11/10/2010 | |
** 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. |