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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/13/2012 | M | 10,000 | A | (1) | 43,597(2) | D(3) | |||
Common Stock | 01/13/2012 | D | 10,000 | D | $30.47(1) | 33,597(4) | D(5) | |||
Common Stock | 12/31/2011 | A | 347(6) | A | (7) | 33,944(8) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Share Units | (9) | 01/13/2012 | M(1) | 10,000 | 01/13/2012 | 01/13/2012 | Common Stock | 10,000 | $0(1) | 137,361(8) | D |
Explanation of Responses: |
1. Automatic cash settlement of Performance Share Units (PSUs) in transactions exempt from liability under Exchange Act Rule 16b-3(d) and (e) and Rule 16b-6(b). The settlement of the PSUs is reported as the exercise of a derivative security, the deemed acquisition of the underlying shares of Common Stock and the deemed disposition of such shares to the issuer. No shares of Common Stock were actually issued. The amount paid in settlement of each PSU was the average closing market price of Common Stock for the trading days from December 15, 2011 through January 15, 2012. |
2. Includes the following: Table I-Non-Derivative Securities consisting of 10,000 performance share units held directly; 4,155 shares of common stock held indirectly by managed account (401K Plan), and 29,442 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly. |
3. See Footnote 2 for shares held directly and indirectly. |
4. Includes the following: Table I-Non-Derivative Securities consisting of 4,155 shares of common stock held indirectly by managed account (401K Plan), and 29,442 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods, held directly. |
5. See Footnote 4 for shares held directly and indirectly. |
6. Shares acquired in reporting person's 401(k) Plan account during 2011 through employer's matching contributions. |
7. Prices varied throughout the year. Purchased at market value. |
8. Includes the following: Table II-Derivative Securities consisting of 137,361 Non-Qualified Stock Options vesting over three and four year periods, held directly. |
9. One-for-one. |
John J. Ruhlmann | 01/17/2012 | |
** 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. |