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) 02/19/2008 | ||||||||||||||||||||||||||
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 | 02/19/2008 | S | 300 | D | $54.55 | 228,496(1) | D(2) | |||
Common Stock | 02/19/2008 | S | 1,000 | D | $54.57 | 227,496(3) | D(4) | |||
Common Stock | 02/19/2008 | S | 100 | D | $54.63 | 227,396(5) | D(6) | |||
Common Stock | 02/19/2008 | S | 100 | D | $54.64 | 227,296(7) | D(8) | |||
Common Stock | 02/19/2008 | S | 300 | D | $54.65 | 226,996(9) | D(10) | |||
Common Stock | 02/19/2008 | S | 3,200 | D | $54.66 | 223,796(11) | D(12) | |||
Common Stock | 02/19/2008 | S | 100 | D | $54.68 | 223,696(13) | D(14) | |||
Common Stock | 02/19/2008 | S | 300 | D | $54.69 | 223,396(15) | D(16) | |||
Common Stock | 02/19/2008 | S | 500 | D | $54.71 | 222,896(17) | D(18) | |||
Common Stock | 02/19/2008 | S | 200 | D | $54.72 | 222,696(19) | D(20) | |||
Common Stock | 02/19/2008 | S | 300 | D | $54.73 | 222,396(21) | D(22) | |||
Common Stock | 02/19/2008 | S | 200 | D | $54.74 | 222,196(23) | D(24) | |||
Common Stock | 02/19/2008 | S | 100 | D | $54.75 | 222,096(25) | D(26) | |||
Common Stock | 02/19/2008 | S | 200 | D | $54.76 | 221,896(27) | D(28) | |||
Common Stock | 02/19/2008 | S | 800 | D | $54.79 | 221,096(29) | D(30) | |||
Common Stock | 02/19/2008 | S | 900 | D | $54.83 | 220,196(31) | D(32) | |||
Common Stock | 02/19/2008 | S | 2,700 | D | $54.85 | 217,496(33) | D(34) | |||
Common Stock | 02/19/2008 | S | 300 | D | $54.86 | 217,196(35) | D(36) | |||
Common Stock | 02/19/2008 | S | 2,500 | D | $55 | 214,696(37) | D(38) |
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 |
Explanation of Responses: |
1. Includes the following: Table I-Non-Derivative Securities comprised of 13,800 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
2. See Footnote 1 for shares held directly and indirectly. |
3. Includes the following: Table I-Non-Derivative Securities comprised of 12,800 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
4. See Footnote 3 for shares held directly and indirectly. |
5. Includes the following: Table I-Non-Derivative Securities comprised of 12,700 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
6. See Footnote 5 for shares held directly and indirectly. |
7. Includes the following: Table I-Non-Derivative Securities comprised of 12,600 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
8. See Footnote 7 for shares held directly and indirectly. |
9. Includes the following: Table I-Non-Derivative Securities comprised of 12,300 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
10. See Footnote 9 for shares held directly and indirectly. |
11. Includes the following: Table I-Non-Derivative Securities comprised of 9,100 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
12. See Footnote 11 for shares held directly and indirectly. |
13. Includes the following: Table I-Non-Derivative Securities comprised of 9,000 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
14. See Footnote 13 for shares held directly and indirectly. |
15. Includes the following: Table I-Non-Derivative Securities comprised of 8,700 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
16. See Footnote 15 for shares held directly and indirectly. |
17. Includes the following: Table I-Non-Derivative Securities comprised of 8,200 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
18. See Footnote 17 for shares held directly and indirectly. |
19. Includes the following: Table I-Non-Derivative Securities comprised of 8,000 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
20. See Footnote 20 for shares held directly and indirectly. |
21. Includes the following: Table I-Non-Derivative Securities comprised of 7,700 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
22. See Footnote 22 for shares held directly and indirectly. |
23. Includes the following: Table I-Non-Derivative Securities comprised of 7,500 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
24. See Footnote 24 for shares held directly and indirectly. |
25. Includes the following: Table I-Non-Derivative Securities comprised of 7,400 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
26. See Footnote 26 for shares held directly and indirectly. |
27. Includes the following: Table I-Non-Derivative Securities comprised of 7,200 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
28. See Footnote 28 for shares held directly and indirectly. |
29. Includes the following: Table I-Non-Derivative Securities comprised of 6,400 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
30. See Footnote 30 for shares held directly and indirectly. |
31. Includes the following: Table I-Non-Derivative Securities comprised of 5,500 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
32. See Footnote 32 for shares held directly and indirectly. |
33. Includes the following: Table I-Non-Derivative Securities comprised of 2,800 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
34. See Footnote 34 for shares held directly and indirectly. |
35. Includes the following: Table I-Non-Derivative Securities comprised of 2,500 shares of common stock held directly, 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
36. See Footnote 36 for shares held directly and indirectly. |
37. Includes the following: Table I-Non-Derivative Securities comprised of 7,061 shares of common stock held indirectly by managed account (401(k) Plan), and 207,635 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over three- and four-year periods, held directly. |
38. See Footnote 38 for shares held directly and indirectly. |
Remarks: |
The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on September 17, 2007. |
Dale B. Wolf | 02/21/2008 | |
** 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. |