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^*

MONTGOMERY MARIE

(Last)

(First)

(Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2012

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Controller

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	28,646⁽¹⁾	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)
Stock Option (Right to Buy)⁽²⁾	08/18/2009⁽³⁾	08/18/2018	Common Stock	35,000	$27.88	D
Stock Option (Right to Buy)⁽²⁾	02/18/2012⁽⁴⁾	02/18/2018	Common Stock	14,000	$30.73	D

Explanation of Responses:

1. Includes 23,500 Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which RSUs vest and become non-forfeitable under the circumstances described in the applicable Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

2. Stock option (Right to Buy) granted to the Reporting Person under the Issuer's 2006 Plan in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

3. The stock option became exercisable in increments of 25% on each of the first, second and third anniversaries of the August 18, 2008 grant date. The remaining 25% of the stock option will become exercisable on August 18, 2012.

4. The stock option will become exercisable in 33-1/3% increments on each of the first, second and third anniversaries of the February 18, 2011 grant date.

	/s/ Marie Montgomery	02/17/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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