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*
MAYHEW KARIN D

(Last) (First) (Middle)
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)
SVPOrganization Effectiveness
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2012
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 03/16/2012 M (1) 72,000 A $24.06 145,220 (2) D
Common Stock 03/16/2012 S 97,000 D $38.7335 (3) 48,220 (2) D
Common Stock 03/19/2012 M (4) 30,000 A $23.64 78,220 (2) D
Common Stock 03/19/2012 S 30,000 D $39.0799 (5) 48,220 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $24.06 03/16/2012 M (1) 72,000 02/20/2004 (6) 02/20/2013 Common Stock 72,000 $0 0 D
Stock Option (Right to Buy) $23.64 03/19/2012 M (4) 30,000 03/25/2005 (7) 03/25/2014 Common Stock 30,000 $0 30,000 D
Explanation of Responses:
1. Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on February 20, 2003 under the Issuer's 1997 Stock Option Plan, as amended (the " 2003 Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act"). The exercise of the 2003 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
2. Includes shares held by the Karin Mayhew 2006 Revocable Trust, of which the Reporting Person is the sole trustee and beneficiary.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.56 to $39.13, 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. These sales of Common Stock by the Reporting Person on March 16, 2012, as reported on this Form 4, were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
4. Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on March 25, 2004 under the Issuer's 2002 Stock Option Plan, as amended (the " 2004 Grant"), in a transaction exempt under Rule 16b-3 of the Act. The exercise of the 2004 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $39.00 to $39.19, 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. These sales of Common Stock by the Reporting Person on March 19, 2012, as reported on this Form 4, were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
6. The 2003 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of February 20, 2003.
7. The 2004 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of March 25, 2004.
/s/ Karin D. Mayhew, SVP Organization Effectiveness 03/20/2012
** 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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