SEC FORM 4

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^*

GELLERT JAY M

(Last)

(First)

(Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2015		A		32,050⁽¹⁾	A	$0	1,113,522	D
Common Stock	02/20/2015		A		123,750⁽²⁾	A	$0	1,237,272	D
Common Stock	02/21/2015		F⁽³⁾		7,029⁽⁴⁾	D	$56.49	1,230,243	D
Common Stock	02/21/2015		F⁽⁵⁾		21,525⁽⁴⁾	D	$56.49	1,208,718	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the Reporting Person on February 20, 2015 (the "2015 Grant Date") under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which vest and become non-forfeitable as to 33-1/3% of the RSUs on each of the first, second and third anniversaries of the 2015 Grant Date.

2. Represents performance share units ("PSUs") granted to the Reporting Person on February 21, 2014 (the "2014 Grant Date") under the 2006 Plan, which have been earned by the Reporting Person and which vest and become non-forfeitable as to 33-1/3% of the PSUs on each of the first, second and third anniversaries of the 2014 Grant Date (the "2014 PSU Grant").

3. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 41,250 RSUs made to the Reporting Person on February 21, 2014, pursuant to the 2006 Plan (the "RSU Vest").

4. The number of shares withheld by the Issuer in connection with the RSU Vest and the PSU Vest was based on the closing price of the Issuer's common stock on February 20, 2015, pursuant to the terms of the 2006 Plan.

5. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of the 2014 PSU Grant, pursuant to the 2006 Plan (the "PSU Vest").

	/s/ Jay M. Gellert	02/24/2015
	** 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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