SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* WISE ALLEN F (Last) (First) (Middle) COVENTRY HEALTH CARE, INC. 6705 ROCKLEDGE DRIVE, SUITE #900 (Street) BETHESDA MD 20817 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COVENTRY HEALTH CARE INC [ CVH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2009
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2009(1)		A	1,671	A	(2)	100,416(3)	D(4)
Common Stock	10/12/2007(5)		A5	129	A	(6)	100,546(7)	D(8)
Common Stock Restricted	03/31/2009		D5	7,560(9)	D	$0	92,986(10)	D(11)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Common Stock(12)	(13)	12/31/2009(14)		A	2,707		(15)	(16)	Common Stock(17)	2,707	(18)	1,002,707(19)	D(20)

Explanation of Responses:

1. These shares were accumulated by reporting person in his Coventry 401(k) Plan account through regular payroll deduction during the fiscal year ended 12/31/2009.

2. These shares were acquired through regular payroll deduction at various times and at various prices at market value during the fiscal year ended 12/31/2009 and allocated to the reporting person's account in Coventry's 401(k) Plan.

3. Includes the following: Table I-Non-Derivative Securities consisting of 19,455 shares of common stock held directly, 1,671 shares of common stock held indirectly by managed account (401(k) Plan), 5,151 shares of common stock held indirectly by managed account (Other Retirement Account) and 74,140 shares of restricted common stock with restrictions lapsed in equal annual increments over four- and one-year periods.

4. See Footnote 3 for shares held directly and indirectly.

5. These shares of Coventry common stock were acquired through Coventry's 401(k) Plan from 1/1/2007 through 08/21/2007, the date of reporting person's initial retirement as President and Chief Executive Officer of Coventry, and then, in October 2007, reporting person rolled all Coventry shares held in his 401(k) Plan account to another retirement account unrelated to Coventry.

6. These shares were acquired through regular payroll deduction at various times and at various prices at market value from 1/1/2007 through 8/21/2007 in reporting persons's 401(k) Plan account. Following reporting person's initial retirement from Coventry in October 2007, these shares were rolled over into another retirement account unrelated to Coventry.

7. Includes the following: Table I-Non-Derivative Securities consisting of 19,455 shares of common stock held directly, 1,671 shares of common stock held indirectly by managed account (401(k) Plan), 5,280 shares of common stock held indirectly by managed account (Other Retirement Account) and 74,140 shares of restricted common stock with restrictions lapsed in equal annual increments over four- and one-year periods.

8. See Footnote 7 for shares held directly and indirectly.

9. These 7,560 shares of restricted stock were scheduled to vest quarterly during 2009 and represented 50% of reporting person's 2009 compensation as a Director on Coventry's Board of Directors. When reporting person became Chief Executive Officer of Coventry in January 2009, although he continued to serve as a Director, he was no longer eligible to receive Director compensation and, as a result, these shares were forfeited.

10. Includes the following: Table I-Non-Derivative Securities consisting of 19,455 shares of common stock held directly, 1,671 shares of common stock held indirectly by managed account (401(k) Plan), 5,280 shares of common stock held indirectly by managed account (Other Retirement Account) and 66,580 shares of restricted common stock with restrictions lapsed in equal annual increments over four- and one-year periods.

11. See Footnote 10 for shares held directly and indirectly.

12. Shares of common stock that are not held directly by the reporting person, but are purchased by Coventry's 401(k) Restoration and Deferred Compensation Plan's (RESTORE) rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

13. There is no conversion or exercise price. The common stock was paid for by reporting person through payroll deduction. The shares were acquired by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan and allocated to the reporting person's account. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

14. The shares were acquired through regular payroll deduction at various times and at various prices at market value during the year ended 12/31/2009 and allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensaton Plan (RESTORE).

15. There is no date exercisable or expiration date. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

16. See Footnote 15.

17. Shares of common stock that are not held directly by the reporting person, but are purchased by Coventry's 401(k) Restoration and Deferred Compensation Plan's (RESTORE) rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

18. There is no price for the derivative security. The common stock was paid for by reporting person through payroll deduction. The shares were acquired by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan and allocated to the reporting person's account. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

19. Includes the following: Table II-Derivative Securities consisting of a non-qualified stock option for 1,000,000 shares of common stock vesting in equal annual increments over a two-year period, held directly, and 2,707 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

20. See Footnote 19 for shares held directly and indirectly.

	Allen F. Wise	02/09/2010
	** Signature of Reporting Person	Date
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