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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Blasi Tina

(Last)

(First)

(Middle)

6950 COLUMBIA GATEWAY DRIVE

(Street)

COLUMBIA

21046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH SERVICES INC [ MGLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, National Imaging Assoc.

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2013

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)
Ordinary Common Stock, $0.01 par value	03/05/2013		M⁽¹⁾		1,429	A	$0⁽²⁾	6,891	D
Ordinary Common Stock, $0.01 par value	03/05/2013		X⁽⁸⁾		10,527	A	$47.46	17,418	D
Ordinary Comon Stock, $0.01 par value	03/05/2013		S⁽⁸⁾		10,527	D	$52.504⁽⁹⁾	6,891	D

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)
Restricted Stock Units	$0⁽²⁾	03/05/2013		M⁽¹⁾			1,429	03/05/2013	⁽³⁾	Common Stock	1,429	$0⁽²⁾	0	D
Stock Option (right to buy)	$47.46	03/05/2013		X⁽⁸⁾			10,527	⁽¹⁰⁾	03/05/2023	Common Stock	10,527	$0	33,654	D
Stock Option (right to buy)	$53⁽⁴⁾	03/05/2013		A		44,338		⁽⁵⁾	03/05/2023	Common Stock	44,338	$0⁽²⁾	44,338	D
Restricted Stock Units - 2013	$0⁽⁶⁾	03/05/2013		A		4,161		⁽⁷⁾	⁽³⁾	Common Stock	4,161	$0⁽²⁾	4,161	D

Explanation of Responses:

1. This transaction was effectuated by a one-third vesting of the Restricted Stock Unit Award granted on March 5, 2012. Each Restricted Stock Unit represents a contingent right to receive one share of Magellan common stock. The remainder of 2,856 shares shall vest in equal increments on March 5 of 2014 and 2015.

2. No price was applicable to the acquisition of this security.

3. Not applicable.

4. Closing price of Magellan shares on NASDAQ on March 5, 2013.

5. Options vest and become exercisable in one-third increments on March 5 of each of 2014, 2015 and 2016.

6. Each restricted stock unit represents a contingent right to receive one share of Magellan common stock.

7. Restricted Stock Units shall vest in one-third increments on March 5 of each of 2014, 2015 and 2016, subject to satisfaction of certain performance requirements.

8. This transaction was effectuated pursuant to a Rule 10b-5-1 Plan.

9. Price reflected is the average sales price. For a complete breakdown of the average sale price, please see Exhibit 99.1.

10. Of the remainder of 33,654 stock options in this tranche, 4,200 have vested and are exercisable. The balance of 29,454 options shall vest in equal increments on March 5 of 2014 and 2015.

	/s/ Tina Blasi	03/07/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.