SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bahr Michael D

(Last)

(First)

(Middle)

10421 SOUTH JORDAN GATEWAY

SUITE 400

(Street)

SOUTH JORDAN

84095

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2009

3. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,500	D
Common Stock	4,963	I	Managed Account (401(k) Plan)
Common Stock	13,800	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non Qualified Stock Option (Right to Buy)	12/14/2005⁽¹⁾	12/14/2014	Common Stock	5,265	$34.95	D
Non-Qualified Stock Option (right to buy)	06/20/2006⁽¹⁾	06/20/2015	Common Stock	22,500	$47.9	D
Non-qualified Stock Option (right to buy)	05/22/2007⁽¹⁾	05/22/2016	Common Stock	26,250	$51.3	D
Non-qualified Stock Options (right to buy)	05/22/2008⁽¹⁾	05/22/2017	Common Stock	20,000	$60.01	D
Non-Qualified Stock Options (right to buy)	05/19/2009⁽¹⁾	05/19/2018	Common Stock	20,000	$44.2	D
Non-Qualified Stock Options (right to buy)	06/22/2010⁽²⁾	06/22/2019	Common Stock	30,000	$18.07	D
Restore Phantom Common Stock⁽³⁾⁽⁴⁾	⁽⁵⁾	⁽⁶⁾	Common Stock⁽⁷⁾	7,009	⁽⁸⁾	I	Managed Account RESTORE (401(k) Plan)

Explanation of Responses:

1. Options exercisable in equal annual increments over a four year period

2. Options exercisable in equal annual increments over a three-year period.

3. Phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan, called RESTORE.

4. 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 shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

5. There is no exercise date. The shares of phantom stock become payable in cash upon the reporting person's retirement or termination of employment.

6. There is no expiration date. The shares of phantom common stock become payable in cash upon the reporting person's retirement or termination of employment.

7. The shares are not held directly by the reporting person, but are purchased by RESTORE'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.

8. There is no conversion or exercise price. See Footnote 7.

	Shirley R. Smith on behalf of Michael D. Bahr by power of attorney	08/13/2009
	** 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 5 (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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