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* RUHLMANN JOHN J (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) Sr.VP and Corporate Controller
	3. Date of Earliest Transaction (Month/Day/Year) 06/22/2011
	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	06/22/2011		M		11,250	A	$32.46	43,352(1)	D(2)
Common Stock	06/22/2011		S		11,250	D	$36.244	32,102(3)	D(4)
Common Stock	06/22/2011		M		4,000	A	$20.46	36,102(5)	D(6)
Common Stock	06/22/2011		S		4,000	D	$36.244	32,102(7)	D(8)
Common Stock Restricted	06/22/2011		A		8,792(9)	A	$0	40,894(10)	D(11)
Common Stock Restricted	06/22/2001		F(12)		1,758	D	$36.11	39,136(13)	D(14)
Common Stock Restricted	06/22/2011		S		1,945	D	$36.26	37,191(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$32.46	06/22/2011		M			11,250	06/14/2005	06/14/2014	Common Stock	11,250	$0	132,000(17)	D
Non-Qualified Stock Option	$20.46	06/22/2011		M			4,000	05/26/2011	05/26/2020	Common Stock	4,000	$0	128,000(18)	D
Non-Qualified Stock Option	$36.11	06/22/2011		A		19,361		06/22/2012	06/22/2021	Common Stock	19,361	$0	147,361(19)	D

Explanation of Responses:

1. Includes the following: Table I Non-Derivative Securities comprised of 11,250 shares of common stock held directly, 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 27,947 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

3. Includes the following: Table I Non-Derivative Securities comprised of 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 27,947 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

5. Includes the following: Table I-Non-Derivative Securities comprised of 4,000 shares of common stock held directly, 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 27,947 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

7. Includes the following: Table I Non-Derivative Securities comprised of 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 27,947 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

9. Award of performance-based restricted common stock vesting in equal annual increments over a four-year period.

10. Includes the following: Table I-Non-Derivative Securities comprised of 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 36,739 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

12. Sale of shares back to the Company to pay withholding taxes on release of increment of restricted stock.

13. Includes the following: Table I Non-Derivative Securities comprised of 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 34,981 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

15. Includes the following: Table I Non-Derivative Securities comprised of 4,155 shares of common stock held indirectly by managed account (401(k) Plan), and 33,036 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly.

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

17. Includes the following: Table II Derivative Securities consisting of non-qualified stock options for 122,000 shares of common stock vesting in equal annual increments over three- and four-year periods, held directly and 10,000 performance stock units that will be settled in cash if the award vests.

18. Includes the following: Table II-Derivative Securities consisting of non-qualified stock options for 118,000 shares of common stock vesting in equal annual increments over three- and four-year periods, held directly and 10,000 performance stock units that will be settled in cash if the award vests.

19. Includes the following: Table II-Derivative Securities consisting of non-qualified stock options for 137,361 shares of common stock vesting in equal annual increments over three- and four-year periods, held directly and 10,000 performance stock units that will be settled in cash if the award vests.

	John J. Ruhlmann	06/24/2011
	** Signature of Reporting Person	Date
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