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^*

Stelben John J

(Last)

(First)

(Middle)

6720-B ROCKLEDGE DR

SUITE 700

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2012

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)
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	01/13/2012		M		45,000	A	⁽¹⁾	120,110⁽²⁾	D⁽³⁾
Common Stock	01/13/2012		D		45,000	A	$30.47⁽¹⁾	75,110⁽⁴⁾	D⁽⁵⁾

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)
Performance Share Units	⁽⁶⁾	01/13/2012		M⁽¹⁾			45,000	01/13/2012	01/13/2012	Common Stock	45,000	⁽¹⁾	198,016⁽⁷⁾	D

Explanation of Responses:

1. Automatic cash settlement of Performance Share Units (PSUs) in transactions exempt from liability under Exchange Act Rule 16b-3(d) and (e) and Rule 16b-6(b). The settlement of the PSUs is reported as the exercise of a derivative security, the deemed acquisition of the underlying shares of Common Stock and the deemed disposition of such shares to the issuer. No shares of Common Stock were actually issued. The amount paid in settlement of each PSU was the average closing market price of Common Stock for the trading days from December 15, 2011 through January 15, 2012.

2. Includes the following: Table I-Non-Derivative Securities consisting of 45,000 shares of performance share units held directly; 20,243 shares of common stock held directly; 8,795 shares of common stock held indirectly by managed account (401K Plan); and 46,072 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly.

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

4. Includes the following: Table I-Non-Derivative Securities consisting of 20,243 shares of common stock held directly; 8,795 shares of performance share units held indirectly by managed account (401K Plan), and 46,072 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly.

5. See Footnote 4 for shares held directly and indirectly.

6. One-for-one.

7. Table II - Derivative Securities consisting of non-qualified stock options for 188,795 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly, and 9,221 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

	Shirley R. Smith on behalf of John Stelben by Power of Attorney	01/18/2012
	** 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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