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

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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^*

MAYHEW KARIN D

(Last)

(First)

(Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTH NET INC [ HNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVPOrganization Effectiveness

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011

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)
Common Stock	02/16/2011		M⁽¹⁾		1,260	A	$22.64	72,368⁽²⁾	D
Common Stock	02/16/2011		S⁽³⁾		100	D	$31.02	72,268⁽²⁾	D
Common Stock	02/16/2011		S		300	D	$31.01	71,968⁽²⁾	D
Common Stock	02/16/2011		S		860	D	$31	71,108⁽²⁾	D
Common Stock	02/18/2011		A⁽⁷⁾		16,800⁽⁷⁾	A	$0	87,908⁽²⁾	D
Common Stock								1,984	I	By Son⁽⁴⁾

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)
Stock Option (Right to Buy)	$22.64	02/16/2011		M⁽¹⁾			1,260	08/12/2003⁽⁵⁾	08/12/2012	Common Stock	1,260	$0	40,000⁽⁶⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$30.73	02/18/2011		A		18,000		02/18/2012⁽⁹⁾	02/18/2018	Common Stock	18,000	$0	18,000⁽¹⁰⁾	D

Explanation of Responses:

1. 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.

2. Includes shares held by the Karin Mayhew 2006 Revocable Trust, of which the Reporting Person is the sole trustee and beneficiary.

3. 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.

4. 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.

5. 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.

6. Represents unexercised vested stock options remaining from the August 12, 2002 option grant to the Reporting Person beneficially owned by the Reporting Person.

7. 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.

8. 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.

9. 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.

10. Represents total number of stock options granted to the Reporting Person on the 2011 Grant Date.

	/s/ Karin D. Mayhew, SVP Organization Effectiveness	02/18/2011
	** 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).
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