SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCauley Frank G.

(Last)

(First)

(Middle)

AETNA INC.

151 FARMINGTON AVENUE

(Street)

HARTFORD

06156

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2012

3. Issuer Name and Ticker or Trading Symbol
AETNA INC /PA/ [ AET ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, Commercial Businesses

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,090	D
Common Stock	1,632.6259	I	By 401(k) Plan⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Market Stock Unit	⁽³⁾	⁽³⁾	Common Stock	12,768	⁽²⁾	D
Market Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	13,238	⁽²⁾	D
Market Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	13,099	⁽²⁾	D
Stock Appreciation Right⁽⁶⁾	02/10/2007	02/10/2016	Common Stock	16,952	$50.205	D
Stock Appreciation Right⁽⁶⁾	02/08/2009	02/08/2018	Common Stock	29,915	$50.7	D
Stock Appreciation Right⁽⁶⁾	02/13/2010	02/13/2019	Common Stock	12,989	$32.11	D

Explanation of Responses:

1. Represents the pro rata portion of the stock portion of Aetna Common Stock Fund held by reporting person on February 29, 2012. The information is based on information provided by the Plan Trustee as of that date.

2. Each Market Stock Unit represents a right to receive up to 1.5 shares of Aetna Inc. Common Stock net of taxes. Vesting amount will be determined based on the weighted average closing stock price for the thirty trading days prior to the vest date.

3. Market Stock Unit granted under the Aetna Inc. 2010 Stock Incentive Plan, units will vest on December 7, 2012.

4. Market Stock Unit granted under the Aetna Inc. 2010 Stock Incentive Plan, units will vest on February 2, 2014.

5. Market Stock Unit granted under the Aetna Inc. 2010 Stock Incentive Plan, units will vest on February 2, 2015.

6. Stock Appreciation Right granted under the Aetna Inc. 2000 Stock Incentive Plan.

Remarks:

	Frank G. McCauley (by Judith H. Jones, Attorney in Fact)	03/07/2012
	** 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 5 (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.
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