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^*

GUERTIN SHAWN M

(Last)

(First)

(Middle)

6705 ROCKLEDGE DRIVE

SUITE 900

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2008

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 Restricted	05/22/2008		F⁽¹⁾		1,318	D	$46.38	718,128⁽²⁾	D⁽³⁾
Common Stock Restricted	05/22/2008		F⁽⁴⁾		2,354	D	$46.38	715,774⁽⁵⁾	D⁽⁶⁾

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. Sale of securities back to Coventry Health Care, Inc. to satisfy tax withholding on lapse of restrictions on one-fourth increment of Restricted Stock Award.

2. Includes the following: Table I - Non-Derivative Securities comprised of 13,224 shares of common stock held indirectly by managed account (401(k) Plan and IRA), and 122,435 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly; and Table II - Derivative Securities consisting of non-qualified stock options for 581,250 shares vesting in equal annual increments over four-year periods, held directly, and 1,219 shares of phantom stock held indirectly in Coventry's 401(k) Restoration and Deferred Compensation Plan.

3. See Footnote 2 for shares held directly and indirectly.

4. Sale of securities back to Coventry Health Care, Inc. to satisfy tax withholding on lapse of restrictions on one-fourth increment of Restricted Stock Award.

5. Includes the following: Table I - Non-Derivative Securities comprised of 13,224 shares of common stock held indirectly by managed account (401(k) Plan and IRA), and 120,081 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly; and Table II - Derivative Securities consisting of non-qualified stock options for 581,250 shares vesting in equal annual increments over four-year periods, held directly, and 1,219 shares of phantom stock held indirectly in Coventry's 401(k) Restoration and Deferred Compensation Plan.

6. See Footnote 5 for shares held directly and indirectly.

	Shawn M. Guertin	05/27/2008
	** 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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