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^*

Sell Steven

(Last)

(First)

(Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2009

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)
	President, West RegHealth Plan

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	8,962⁽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)⁽⁴⁾	02/17/2005⁽⁶⁾	02/17/2014	Common Stock	2,100⁽⁷⁾	$28.9	D
Stock Option (Right to Buy)⁽⁴⁾	02/24/2006⁽⁵⁾	02/24/2015	Common Stock	4,500⁽⁸⁾	$29.2	D
Stock Option (Right to Buy)⁽²⁾	03/02/2008⁽³⁾	03/02/2016	Common Stock	3,500	$49.06	D

Explanation of Responses:

1. Includes 5,750 Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 2006 Long Term Incentive Plan, as amended (the "2006 Plan") and the Issuer's Amended and Restated 1998 Stock Option Plan, as amended (the "1998 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 2005 Long Term Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

3. The stock option became exercisable with respect to 50% of the options on March 2, 2008. The remaining 50% of the options become exercisable on March 2, 2010.

4. Stock Option (Right to Buy) granted to the Reporting Person under the Issuer's 1998 Plan in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

5. The stock option became exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the February 24, 2005 option grant date.

6. The stock option became exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the February 17, 2004 option grant date.

7. Represents vested and unexercised options from the 8,400 share option grant made to the Reporting Person on February 17, 2004.

8. Represents vested and unexercised options from the 9,000 share option grant made to the Reporting Person on February 24, 2005.

	/s/ Steven Sell	12/22/2009
	** 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).
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.