X0304 4 2012-01-18 0 0001339553 HealthSpring, Inc. HS 0001506284 Hailey James R 9009 CAROTHERS PARKWAY SUITE 501 FRANKLIN TN 37067 0 1 0 0 SVP & Pres-Pharmacy Operations Common Stock 2012-01-18 4 A 0 2148 46.55 A 21446 D Common Stock 2012-01-18 4 A 0 1826 0.00 A 23272 D The reporting person acquired 2,148 shares of restricted common stock from the Company in connection with the election to defer a portion of his annual bonus pursuant to the terms of the HealthSpring, Inc. Management Stock Purchase Plan. In general, the restrictions with respect to these shares lapse on the earlier of a change in control of the Company or January 18, 2014. The reporting person received 1,826 shares of restricted common stock from the Company as compensation in connection with his continuing employment. The shares were granted pursuant to the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). In general, the restrictions with respect to these shares lapse as follows: 50% on January 18, 2014, 25% on January 18, 2015, and 25% on January 18, 2016. /s/ J. Gentry Barden, Attorney-in-Fact 2012-01-20