-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uw2lH9y0Sbtw7atq4k9PgySBPYWy20GzKQH3OMla3BqRNMSw3cjSUjVwclPqEN10 Q0RZXhAisn1ZfKqQ4rskUw== 0001209191-08-038045.txt : 20080619 0001209191-08-038045.hdr.sgml : 20080619 20080619164400 ACCESSION NUMBER: 0001209191-08-038045 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080617 FILED AS OF DATE: 20080619 DATE AS OF CHANGE: 20080619 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HealthSpring, Inc. CENTRAL INDEX KEY: 0001339553 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 201821898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 BUSINESS PHONE: 615-291-7000 MAIL ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fritch Herbert A CENTRAL INDEX KEY: 0001351150 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32739 FILM NUMBER: 08908126 BUSINESS ADDRESS: BUSINESS PHONE: (615) 291-7000 MAIL ADDRESS: STREET 1: HEALTHSPRING, INC. STREET 2: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2008-06-17 0 0001339553 HealthSpring, Inc. HS 0001351150 Fritch Herbert A 9009 CAROTHERS PARKWAY SUITE 501 FRANKLIN TN 37067 1 1 0 0 Chairman, CEO & President Forward sale contract (obligation to sell) 2008-06-17 4 J 0 150000 A 2009-12-31 2009-12-31 Common Stock 150000 150000 D On June 17, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 150,000 shares of HealthSpring, Inc. (the "Company") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of Company common stock at that time) on the settlement date of the contract (December 31, 2009). In exchange for assuming this obligation, the reporting person received a cash payment of $2,287,956.15 as of the date of entering into the contract. The reporting person pledged 150,000 shares of Company common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Company common stock to be delivered to buyer on the maturity date is to be determined as follows: (a) if the price of a share of Company common stock on December 28, 2009 (the "Final Price") is less than $18.23 (the "Floor Strike Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (b) if the Final Price is between the Floor Strike Price and $25.522 (the "Cap Strike Price"), the reporting person will deliver to the buyer a number of shares of Company common stock having a value (based on the Final Price) equal to $2,734,500; and (c) if the Final Price is greater than the Cap Strike Price, the reporting person will deliver to the buyer a number of shares of Company common stock calculated using the following formula: [(Floor Strike Price/Final Price) + ((Final Price - Cap Strike Price)/Final Price)] X 150,000. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2008. /s/ J. Gentry Barden, Attorney-in-Fact 2008-06-19 -----END PRIVACY-ENHANCED MESSAGE-----