SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Stelben John J

(Last)

(First)

(Middle)

6705 ROCKLEDGE DR

SUITE 900

(Street)

BETHESDA

21710

(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)
	Sr VP & Interim CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Phantom Common Stock⁽¹⁾	⁽²⁾	12/31/2009⁽³⁾		A	25		⁽⁴⁾	⁽⁵⁾	Common Stock⁽⁶⁾	25	⁽⁷⁾	233,769⁽⁸⁾	D⁽⁹⁾

Explanation of Responses:

1. Shares of common stock that are not held directly by the reporting person, but are purchased by Coventry's 401(k) Restoration and Deferred Compensation Plan's rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

2. There is no conversion or exercise price. The common stock was paid for by reporting person through payroll deduction. The shares were acquired by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan and allocated to the reporting person's account. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

3. Shares were acquired through regular payroll deduction at various times and at various prices at market value during the year ended 12/31/2009 and allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

4. There is no date exercisable or expiration date. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

5. See Footnote 4.

6. Shares of common stock that are not held directly by the reporting person, but are purchased by Coventry's 401(k) Restoration and Deferred Compensation Plan's rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

7. Shares were acquired through regular payroll deduction at various times and at various prices at market value and allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

8. Includes the following: Table I-Non-Derivative Securities consisting of 20,243 shares of common stock held directly, 23,309 shares of common stock held indirectly by managed account (401(k) Plan), and 46,250 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods; and Table II-Derivative Securities consisting of non-qualified stock options for 135,881 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly, and 8,086 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

9. See Footnote 8 for shares held directly and indirectly.

	Shirley R. Smith on behalf of John J. Stelben by Power of Attorney	02/12/2010
	** 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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