| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEALTH NET INC [ HNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/06/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/06/2007 | M(1) | 25,000 | A | $12.9375 | 38,687(7) | D | |||
| Common Stock | 02/06/2007 | M(2) | 25,000 | A | $23.02 | 63,687(7) | D | |||
| Common Stock | 02/06/2007 | M(3) | 10,000 | A | $20.52 | 73,687(7) | D | |||
| Common Stock | 02/06/2007 | M(4) | 35,000 | A | $22.64 | 108,687(7) | D | |||
| Common Stock | 02/06/2007 | M(5) | 30,000 | A | $24.06 | 138,687(7) | D | |||
| Common Stock | 02/06/2007 | M(6) | 12,500 | A | $23.64 | 151,187(7) | D | |||
| Common Stock | 02/06/2007 | S(10) | 137,500 | D | $50 | 13,687(7) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (Right to Buy) | $12.9375 | 02/06/2007 | M(1) | 25,000 | 12/04/1999(8) | 12/04/2008 | Common stock | 25,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $23.02 | 02/06/2007 | M(2) | 25,000 | 02/09/2002(8) | 02/09/2011 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $20.52 | 02/06/2007 | M(3) | 10,000 | 10/18/2002(8) | 10/18/2011 | Common stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $22.64 | 02/06/2007 | M(4) | 35,000 | 08/12/2003(9) | 08/12/2012 | Common stock | 35,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $24.06 | 02/06/2007 | M(5) | 30,000 | 02/20/2004(9) | 02/20/2013 | Common stock | 30,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $23.64 | 02/06/2007 | M(6) | 12,500 | 03/25/2005(9) | 03/25/2014 | Common stock | 12,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Exercise of a Stock Option ("Right to Buy") granted to the Reporting Person on December 4, 1998, under the Issuer's Amended and Restated 1997 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act"). The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 2. Exercise of a Stock Option granted to the Reporting Person on February 9, 2001, under the Issuer's 1991 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Act. The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 3. Exercise of a Stock Option granted to the Reporting Person on October 18, 2001, under the Issuer's Amended and Restated 1997 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Act. The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 4. Exercise of a Stock Option granted to the Reporting Person on August 12, 2002, under the Issuer's Amended and Restated 1997 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Act. The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 5. Exercise of a portion of a Stock Option granted to the Reporting Person on February 20, 2003, under the Issuer's Amended and Restated 1997 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Act. The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 6. Exercise of a portion of a Stock Option granted to the Reporting Person on March 25, 2004, under the Issuer's 2002 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Act. The exercise was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| 7. Includes 225 shares in which the Reporting Person has a beneficial ownership interest under the profit sharing component of the Issuer's 401(K) Plan. |
| 8. The stock option became exercisable in 33 1/3% increments on each of the first, second and third anniversary of the grant date. |
| 9. The stock option became exercisable in 25% increments on each of the first, second, third and fourth anniversary of the grant date. |
| 10. This sale was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. |
| /s/ David W. Olson | 02/07/2007 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||