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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Clarey Patricia T.

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Regulatory Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2011

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	02/18/2011		A		13,200⁽¹⁾	A	$0	63,037	D
Common Stock	02/22/2011		F		645⁽⁶⁾	D	$30.49⁽⁷⁾	62,392⁽²⁾	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)⁽³⁾	$30.73	02/18/2011		A		18,000		02/18/2012⁽⁴⁾	02/18/2018	Common Stock	18,000	$0	18,000⁽⁵⁾	D

Explanation of Responses:

1. Includes 4,200 performance shares, which represent the portion of the Reporting Person's February 17, 2009 performance share award attributable to the Issuer's achievement of a target level of pre-tax income in 2010. Vesting of the performance shares is subject to continued employment of the Reporting Person through the date on which the Compensation Committee makes a determination regarding the satisfaction of certain additional criteria, which shall occur as soon as practicable following December 31, 2011 and in any event, no later than the third anniversary of the grant date. Also includes 9,000 restricted stock units ("RSUs") granted to the Reporting Person on February 18, 2011 (the "2011 Grant Date") under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which vest and become non-forfeitable with respect to 33-1/3% of the RSUs on each of the first, second and third anniversaries of the 2011 Grant Date.

2. Includes 10,610 shares held by the Patricia T. Clarey Revocable Trust, of which the Reporting Person is sole trustee and beneficiary.

3. Stock option 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.

4. This stock option becomes exercisable with respect to 33-1/3% of the shares underlying the options on each of the first, second and third anniversaries of the 2011 Grant Date.

5. Represents the total number of stock options granted to the Reporting Person on the 2011 Grant Date.

6. Shares forfeited in lieu of payment of tax liability in connection with the vesting of twenty-five percent of a grant of 6,250 restricted stock units made to the Reporting Person on February 22, 2010 pursuant to the Issuer's 2006 Plan (the "2010 Grant").

7. The number of shares forfeited by the Reporting Person was based on the closing price of the Issuer's common stock on February 22, 2011, the first vesting date of the 2010 Grant.

	/s/ Patricia T. Clarey	02/23/2011
	** 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.