| 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) 02/17/2012 | ||||||||||||||||||||||||||
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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 | 02/17/2012 | A | 10,000(1) | A | $0 | 141,865 | D | |||
| Common Stock | 02/17/2012 | F | 23,371(2) | D | $39.34(3) | 118,494 | D | |||
| Common Stock | 02/17/2012 | F | 5,952(4) | D | $39.34(5) | 112,542 | D | |||
| Common Stock | 02/18/2012 | F | 4,202(6) | D | $39.34(7) | 108,340(8) | 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 | ||||||||
| Explanation of Responses: |
| 1. Represents 10,000 Restricted Stock Units ("RSUs") granted to the Reporting Person on February 17, 2012 (the "2012 Grant") under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which RSUs 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 2012 Grant. |
| 2. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 55,463 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"). |
| 3. 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. |
| 4. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 12,750 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"). |
| 5. 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. |
| 6. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 33 1/3% of a grant of 27,000 RSUs made to the Reporting Person on February 18, 2011 pursuant to the 2006 Plan (the "2011 Grant"). |
| 7. The number of shares forfeited by the Reporting Person for the 2011 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. |
| 8. Includes shares held jointly in an account in the name of the Reporting Person and his spouse. |
| /s/ Joseph C. Capezza | 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). | ||
| 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. | ||