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^*

FOLEY PATRICK

(Last)

(First)

(Middle)

C/O HEALTH NET, INC.

21650 OXNARD STREET

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTH NET INC [ HNT ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2010

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	03/09/2010		M⁽⁴⁾		2,500	A	$9.8125	13,000⁽⁵⁾	D
Common Stock	03/09/2010		M⁽¹⁾		7,500	A	$9.8125	20,500⁽⁵⁾	D

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)
Stock Option (Right to Buy)	$9.8125	03/09/2010		M⁽¹⁾			7,500	05/05/2001⁽²⁾	05/05/2010	Common Stock	7,500	$0	0⁽³⁾	D
Stock Option (Right to Buy)	$9.8125	03/09/2010		M⁽⁴⁾			2,500	05/05/2001⁽²⁾	05/05/2010	Common Stock	2,500	$0	0⁽⁶⁾	D

Explanation of Responses:

1. Exercise of a stock option granted to the Reporting Person on May 5, 2000, under the Issuer's Second Amended and Restated Non-Employee Director Plan (the "NED Plan Grant") in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act").

2. The stock option became exercisable in 33 1/3% increments on each of the first, second and third anniversary of the grant date.

3. Represents unexercised options from the NED Plan Grant beneficially owned by the Reporting Person.

4. Exercise of a stock option granted to the Reporting Person on May 5, 2000, under the Issuer's Amended and Restated 1998 Stock Option Plan, as amended (the "1998 Plan Grant"), in a transaction exempt under Rule 16b-3 of the Act.

5. All shares are held by the Foley Trust U/A dated 4/7/1993 (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust and has sole investment power over the Trust.

6. Represents unexercised options from the 1998 Plan Grant beneficially owned by the Reporting Person.

	/s/ Patrick Foley	03/11/2010
	** 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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