SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Young David Wayne

(Last)

(First)

(Middle)

720 COOL SPRINGS BLVD

SUITE 300

(Street)

FRANKLIN

37067

(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)
	Pres & CEO, Workers Comp Div

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/31/2010⁽¹⁾		A	760	A	⁽²⁾	7,218⁽³⁾	D⁽⁴⁾

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)	4. Transaction Code (Instr. 8)	(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)
Common Stock⁽⁵⁾	⁽⁶⁾	12/31/2010⁽⁷⁾		A	406		⁽⁸⁾	⁽⁹⁾	Common Stock⁽¹⁰⁾	406	$0	87,072⁽¹¹⁾	D⁽¹²⁾

Explanation of Responses:

1. Shares were acquired throughout the 2010 fiscal year in the reporting person's 401(k) Plan account and paid for through regular payroll deductions and employer matching contributions.

2. Shares were acquired through payroll deduction and employer matching contributions at various prices at market value throughout the 2010 fiscal year.

3. Includes the following: Table I-Non-Derivative Securities comprised of 1,718 shares held indirectly by managed account (401(k) Plan) and 5,500 shares held outright as awards of restricted common stock with restrictions lapsed or lapsing in equal annual increments over 4-year periods.

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

5. 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 accounts are automatically settled in cash so the reporting person never owns the shares outright.

6. There is no conversion or exercise price. The common stock was acquired by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan allocated to the reporting person's account. The phantom common stock will be paid out in cash six months following the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

7. Shares were acquired through regular payroll deduction on various dates at various prices at market value and allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

8. There is no date exercisable. The shares of phantom common stock become payable in cash six months following the reporting person's retirement or other termination of service as an officer of the Company.

9. There is no expiration date. The shares of phantom common stock become payable in cash six months following the reporting person's retirement or other termination of service as an officer of the Company.

10. 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 accounts are automatically settled in cash so the reporting person never owns the shares outright.

11. Includes the following: Table II Derivative Securities comprised of non-qualified stock options representing 86,666 shares of common stock granted in various years and vesting in equal annual increments over three-and four-year periods, held directly, and 406 shares of phantom common stock held indirectly in Coventry's 401(k) Restoration and Deferred Compensation Plan.

12. See footnote 11 for shares held directly and indirectly.

	David W. Young	02/03/2011
	** Signature of Reporting Person	Date
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