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^*

DEMOVICK HARVEY C JR

(Last)

(First)

(Middle)

6705 ROCKLEDGE DRIVE

SUITE 900

(Street)

BETHESDA

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)
06/01/2010

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	06/01/2010		A⁽¹⁾		290	A	⁽²⁾	959,199⁽³⁾	D⁽⁴⁾
Common Stock Restricted⁽⁵⁾	08/09/2010		S		19,000	D	$21.75	940,199⁽⁶⁾	D⁽⁷⁾
Common Stock Restricted⁽⁸⁾	08/09/2010		S		19,984	D	$21.75	920,215⁽⁹⁾	D⁽¹⁰⁾
Common Stock Restricted⁽¹¹⁾	08/09/2010		S		17,700	D	$21.638	902,515⁽¹²⁾	D⁽¹³⁾
Common Stock Restricted⁽¹⁴⁾	08/09/2010		S		1,300	D	$21.6	901,215⁽¹⁵⁾	D⁽¹⁶⁾

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. Shares acquired in 401(k) Plan through employer matching contributions from March 8, 2010 through June 1, 2010,

2. Shares were acquired at various prices at market value through regular employer matching contributions.

3. Includes the following: Table I-Non-Derivative Securities consisting of 4,374 shares of common stock held directly, 290 shares of common stock held indirectly by managed account (401(k) Plan, and 264,880 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over a three-year period; and Table II-Derivative Securities consisting of a non-qualified stock option for 689,655 shares of common stock vested or vesting in equal annual increments over a three-year period, held directly.

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

5. Restrictions released on shares sold.

6. Includes the following: Table I-Non-Derivative Securities consisting of 4,374 shares of common stock held directly, 290 shares of common stock held indirectly by managed account (401(k) Plan, and 245,880 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over a three-year period; and Table II-Derivative Securities consisting of a non-qualified stock option for 689,655 shares of common stock vested or vesting in equal annual increments over a three-year period, held directly.

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

8. Restrictions released on shares sold.

9. Includes the following: Table I-Non-Derivative Securities consisting of 4,374 shares of common stock held directly, 290 shares of common stock held indirectly by managed account (401(k) Plan, and 225,896 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over a three-year period; and Table II-Derivative Securities consisting of a non-qualified stock option for 689,655 shares of common stock vested or vesting in equal annual increments over a three-year period, held directly.

10. See Footnote 9 for shares held directly and indirectly.

11. Restrictions released on shares sold.

12. Includes the following: Table I-Non-Derivative Securities consisting of 4,374 shares of common stock held directly, 290 shares of common stock held indirectly by managed account (401(k) Plan, and 208,196 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over a three-year period; and Table II-Derivative Securities consisting of a non-qualified stock option for 689,655 shares of common stock vested or vesting in equal annual increments over a three-year period, held directly.

13. See Footnote 12 for shares held directly and indirectly.

14. Restrictions released on shares sold.

15. Includes the following: Table I-Non-Derivative Securities consisting of 4,374 shares of common stock held directly, 290 shares of common stock held indirectly by managed account (401(k) Plan, and 206,896 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over a three-year period; and Table II-Derivative Securities consisting of a non-qualified stock option for 689,655 shares of common stock vested or vesting in equal annual increments over a three-year period, held directly.

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

	Shirley R. Smith on behalf of Harvey C. DeMovick, Jr. by Power of Attorney	08/11/2010
	** 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).
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