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*
Sell Steven

(Last) (First) (Middle)
21650 OXNARD STREET

(Street)
WOODLAND HILLS CA 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)
President, West RegHealth Plan
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2014
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)
Code V Amount (A) or (D) Price
Common Stock 02/17/2014 F(1) 1,132(2) D $32.41 52,117(5) D
Common Stock 02/18/2014 F(3) 2,939(4) D $32.13 49,178(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 33-1/3% of a grant of 8,750 restricted stock units ("RSUs") made to the Reporting Person on February 17, 2012, pursuant to the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan").
2. The number of shares forfeited by the Reporting Person was based on the closing price of the Issuer's common stock on February 14, 2014, pursuant to the terms of the 2006 Plan.
3. Shares forfeited in lieu of payment of tax liability in connection with the vesting of 33-1/3% of a grant of 23,500 RSUs made to the Reporting Person on February 18, 2011, pursuant to the terms of the 2006 Plan.
4. The number of shares forfeited by the Reporting Person was based on the closing price of the Issuer's common stock on February 18, 2014, pursuant to the terms of the 2006 Plan.
5. Includes shares held by the Steven J. Sell and Margaret D. William Revocable Trust, of which the Reporting Person is a trustee and beneficiary.
/s/ Steven Sell 02/19/2014
** 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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