-----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, Hg++yLj058PyX2pqBYCx1CWvcjvl+R+y6ETTHw5XsfPgksUx9sPdyS65R4EeLLE9 KXVUZ5rpdYiAmQQE39QVpg== 0001179110-11-003060.txt : 20110218 0001179110-11-003060.hdr.sgml : 20110218 20110218195537 ACCESSION NUMBER: 0001179110-11-003060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110216 FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAYHEW KARIN D CENTRAL INDEX KEY: 0001213932 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12718 FILM NUMBER: 11626128 MAIL ADDRESS: STREET 1: 21650 OXNARD STREET, 22ND FLOOR CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH NET INC CENTRAL INDEX KEY: 0000916085 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954288333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21650 OXNARD ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8186766000 MAIL ADDRESS: STREET 1: 225 N MAIN ST CITY: PUEBLO STATE: CO ZIP: 81003 FORMER COMPANY: FORMER CONFORMED NAME: FOUNDATION HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19970513 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19940207 FORMER COMPANY: FORMER CONFORMED NAME: HN MANAGEMENT HOLDINGS INC/DE/ DATE OF NAME CHANGE: 19931213 4 1 edgar.xml FORM 4 - X0303 4 2011-02-16 0 0000916085 HEALTH NET INC HNT 0001213932 MAYHEW KARIN D 21650 OXNARD STREET WOODLAND HILLS CA 91367 0 1 0 0 SVPOrganization Effectiveness Common Stock 2011-02-16 4 M 0 1260 22.64 A 72368 D Common Stock 2011-02-16 4 S 0 100 31.02 D 72268 D Common Stock 2011-02-16 4 S 0 300 31.01 D 71968 D Common Stock 2011-02-16 4 S 0 860 31 D 71108 D Common Stock 2011-02-18 4 A 0 16800 0 A 87908 D Common Stock 1984 I By Son Stock Option (Right to Buy) 22.64 2011-02-16 4 M 0 1260 0 D 2003-08-12 2012-08-12 Common Stock 1260 40000 D Stock Option (Right to Buy) 30.73 2011-02-18 4 A 0 18000 0 A 2012-02-18 2018-02-18 Common Stock 18000 18000 D Exercise of a portion of a stock option granted to the Reporting Person on August 12, 2002 under the Issuer's 1997 Stock Option Plan, as amended (the "Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act"). The exercise of the Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. Includes shares held by the Karin Mayhew 2006 Revocable Trust, of which the Reporting Person is the sole trustee and beneficiary. This sale and all of the subsequent sales of Common Stock by the Reporting Person on February 16, 2011, as reported on this Form 4, were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. Reporting Person disclaims beneficial ownership of all such shares held by her son and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. The Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of August 12, 2002. Represents unexercised vested stock options remaining from the August 12, 2002 option grant to the Reporting Person beneficially owned by the Reporting Person. Includes 7,800 performance shares, which represent the portion of the Reporting Person's February 2009 performance share award attributable to the Issuer's achievement of a target level of pre-tax income in 2010. Vesting of the performance shares is subject to continued employment of the Reporting Person through the date on which the Compensation Committee makes a determination regarding the satisfaction of certain additional criteria, which shall occur as soon as practicable following December 31, 2011 and in any event, no later than the third anniversary of the grant date. Also includes 9,000 restricted stock units ("RSUs") granted to the Reporting Person on February 18, 2011 (the "2011 Grant Date") under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which vest and become non-forfeitable with respect to 33-1/3% of the RSUs on each of the first, second and third anniversaries of the 2011 Grant Date. Stock option granted to the Reporting Person under the Issuer's 2006 Plan (the "2011 Grant") in a transaction exempt under Rule 16b-3 of the Exchange Act. The 2011 Grant becomes exercisable with respect to 33-1/3% of the shares underlying the options on each of the first, second and third anniversaries of the 2011 Grant Date. Represents total number of stock options granted to the Reporting Person on the 2011 Grant Date. /s/ Karin D. Mayhew, SVP Organization Effectiveness 2011-02-18 -----END PRIVACY-ENHANCED MESSAGE-----