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*
KUGELMAN LAWRENCE N

(Last) (First) (Middle)
24 VENEZIA

(Street)
NEWPORT COAST CA 92657

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2012
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)
Code V Amount (A) or (D) Price
Common Stock 11/29/2012 M 8,471 A $14.88 27,046 D
Common Stock 11/29/2012 S 8,471 D $43.45 18,575 D
Common Stock 11/29/2012 M 4,500 A $19.91 23,075 D
Common Stock 11/29/2012 S 4,500 D $43.45 18,575 D
Common Stock Restricted 22,771 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $14.88 11/29/2012 M 8,471 01/01/2010 01/01/2019 Common Stock 8,471 $0 0 D
Non-Qualified Stock Option (right to buy) $19.91 11/29/2012 M 4,500 12/05/2003 06/05/2013 Common Stock 4,500 $0 0 D
Restricted Stock Units (1) (1) (1) Common Stock 2,962 2,962 D
Explanation of Responses:
1. There is no conversion or exercise price, nor is there a date exercisable or expiration date. The common stock reported herein was acquired since the last ownership filing by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") and allocated to the reporting person's account. The phantom common stock will be paid out in cash six months following the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.
Shirley R. Smith on behalf of Lawrence N. Kugelman by Power of Attorney 11/30/2012
** 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).
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