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

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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^*

TIANO LINDA V

(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)
	Pres Reg Health Plan HNNE

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012

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	02/17/2012		F		14,142⁽¹⁾	D	$39.34⁽²⁾	71,884	D
Common Stock	02/17/2012		F		3,828⁽³⁾	D	$39.34⁽⁴⁾	68,056	D
Common Stock	02/18/2012		F		3,645⁽⁵⁾	D	$39.34⁽⁶⁾	64,411	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)

Explanation of Responses:

1. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 45,675 performance shares, which represent the portion of the Reporting Person's February 2009 performance share award (made pursuant to the 2006 Plan) attributable to the Issuers's achievement of a target level of pre-tax income and completion of certain strategic business divestitures in 2009 (the "2009 Grant I").

2. The number of shares forfeited by the Reporting Person was based on the closing price of the Issuer's common stock on February 17, 2012, the vesting date of the 2009 Grant I.

3. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 10,500 performance shares, which represent the portion of the Reporting Person's February 2009 performance share award (made pursuant to the 2006 Plan) attributable to the Issuer's achievement of a target level of pre-tax income in 2010 (the "2009 Grant II").

4. The number of shares forfeited by the Reporting Person as based on the closing price of the Issuer's common stock on February 17, 2012, the vesting date of the 2009 Grant II.

5. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 50% of a grant of 20,000 RSUs made to the Reporting Person on February 18, 2008 pursuant to the 2006 Plan (the "2008 Grant").

6. The number of shares forfeited by the Reporting Person for the 2008 Grant was based on the closing price of the Issuer's common stock on February 17, 2012 pursuant to the terms of the 2006 Plan.

	/s/ Linda V. Tiano	02/22/2012
	** 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 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).
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