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*
Sivori John P

(Last) (First) (Middle)
C/O HEALTH NET, INC.
21650 OXNARD STREET

(Street)
WOODLAND HILLS CA 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)
Health Care Svcs OfcrPresPharm
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012
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)
Code V Amount (A) or (D) Price
Common Stock 02/29/2012 M 28,000 (1) A $28.9 46,333 D
Common Stock 02/29/2012 S 28,000 D $37.8125 (2) 18,333 D
Common Stock 02/29/2012 M 7,321 (3) A $29.2 25,654 D
Common Stock 02/29/2012 S 7,321 D $37.8581 (4) 18,333 D
Common Stock 03/01/2012 M 17,879 (3) A $29.2 36,212 D
Common Stock 03/01/2012 S 17,879 D $38.2242 (5) 18,333 D
Common Stock 03/01/2012 M 8,334 (6) A $30.73 26,667 D
Common Stock 03/01/2012 S 8,334 D $38.16 (7) 18,333 D
Common Stock 03/01/2012 S 15,770 D $38 16,552 (8) I By Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $28.9 02/29/2012 M (1) 28,000 02/17/2005 (11) 02/17/2014 Common Stock 28,000 $0 0 D
Stock Option (Right to Buy) $29.2 02/29/2012 M (3) 7,321 02/24/2006 (12) 02/24/2015 Common Stock 7,321 $0 17,879 (13) D
Stock Option (Right to Buy) $29.2 03/01/2012 M (3) 17,879 02/24/2006 (12) 02/24/2015 Common Stock 17,879 $0 0 D
Stock Option (Right to Buy) $30.73 03/01/2012 M (6) 8,334 02/18/2012 (9) 02/18/2018 Common Stock 8,334 $0 16,666 (10) D
Explanation of Responses:
1. Exercise of a stock option granted to the Reporting Person on February 17, 2004 under the Issuer's 1997 Stock Option Plan, as amended (the "2004 Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act").
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.66 to $38.03625, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
3. Exercise of a portion of a 25,200 share stock option grant made to the Reporting Person on February 24, 2005 under the Issuer's 2002 Stock Option Plan, as amended (the "2005 Grant"), in a transaction exempt under the Act.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.68 to $38.035, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.00 to $38.35667, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
6. Exercise of a portion of a 25,000 share stock option grant made to the Reporting Person on February 18, 2011 under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2011 Grant"), in a transaction exempt under the Act.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.005 to $38.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
8. Shares held by the Sivori Family Trust, John and Roxanne Sivori TTES (the "Sivori Family Trust"), of which the Reporting Person is a trustee and beneficiary.
9. The 2011 Grant became exercisable with respect to 33-1/3% of the options on the first anniversary of the grant date of February 18, 2011 and will become exercisable with regard to the remainder of the options in 33-1/3% increments on each of the second and third anniversaries of the grant date.
10. Represents unvested and unexercised options from the 2011 Grant beneficially owned by the Reporting Person.
11. The 2004 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of February 17, 2004.
12. The 2005 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of February 24, 2005.
13. Represents vested and unexercised options from the 2005 Grant beneficially owned by the Reporting Person.
/s/ John P. Sivori 03/02/2012
** 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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