X0203 3 2009-03-19 0 0001339553 HealthSpring, Inc. HS 0001401958 Morris Matthew Shawn 9009 CAROTHERS PARKWAY SUITE 501 FRANKLIN TN 37067 0 1 0 0 EVP & Pres-HS of TN Common Stock 10763 D Employee Stock Option (Right to Buy) 19.50 2016-02-02 Common Stock 50000 D Employee Stock Option (Right to Buy) 20.35 2017-01-01 Common Stock 100000 D Employee Stock Option (Right to Buy) 19.50 2018-02-19 Common Stock 17252 D Employee Stock Option (Right to Buy) 15.16 2019-02-13 Common Stock 14324 D Includes 1,939 shares of restricted common stock granted to Mr. Morris on February 19, 2008 in connection with his continuing employment. In general, the restrictions with respect to these shares lapse as follows: 50% on February 19, 2010, 25% on February 19, 2011, and 25% on February 19, 2012. Also includes 3,183 shares of restricted common stock granted to Mr. Morris on February 13, 2009 in connection with his continuing employment. In general, the restrictions with respect to these shares lapse as follows: 50% on February 13, 2011, 25% on February 13, 2012, and 25% on February 13, 2013. Also includes 3,841 shares of restricted common stock acquired by Mr. Morris in lieu of a portion of his annual cash bonus pursuant to the terms of the HealthSpring, Inc. Amended and Restated 2008 Management Stock Purchase Plan. In general, the restrictions with respect to these shares lapse on February 13, 2011. In general, the shares subject to option vest and become exercisable as follows: 25% on September 29, 2006, 25% on September 29, 2007, 25% on September 29, 2008, and 25% on September 29, 2009. In general, the shares subject to option vest and become exercisable as follows: 25% on January 1, 2008, 25% on January 1, 2009, 25% on January 1, 2010, and 25% on January 1, 2011. In general, the shares subject to option vest and become exercisable as follows: 50% on February 19, 2010, 25% on February 19, 2011, 25% on February 19, 2012. In general, the shares subject to option vest and become exercisable as follows: 50% on February 13, 2011, 25% on February 13, 2012, 25% on February 13, 2013. /s/ J. Gentry Barden, Attorney-in-Fact 2009-03-25