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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/05/2009 |
3. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 5,500 | D | |
Common Stock | 4,963 | I | Managed Account (401(k) Plan) |
Common Stock | 13,800 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non Qualified Stock Option (Right to Buy) | 12/14/2005(1) | 12/14/2014 | Common Stock | 5,265 | $34.95 | D | |
Non-Qualified Stock Option (right to buy) | 06/20/2006(1) | 06/20/2015 | Common Stock | 22,500 | $47.9 | D | |
Non-qualified Stock Option (right to buy) | 05/22/2007(1) | 05/22/2016 | Common Stock | 26,250 | $51.3 | D | |
Non-qualified Stock Options (right to buy) | 05/22/2008(1) | 05/22/2017 | Common Stock | 20,000 | $60.01 | D | |
Non-Qualified Stock Options (right to buy) | 05/19/2009(1) | 05/19/2018 | Common Stock | 20,000 | $44.2 | D | |
Non-Qualified Stock Options (right to buy) | 06/22/2010(2) | 06/22/2019 | Common Stock | 30,000 | $18.07 | D | |
Restore Phantom Common Stock(3)(4) | (5) | (6) | Common Stock(7) | 7,009 | (8) | I | Managed Account RESTORE (401(k) Plan) |
Explanation of Responses: |
1. Options exercisable in equal annual increments over a four year period |
2. Options exercisable in equal annual increments over a three-year period. |
3. Phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan, called RESTORE. |
4. 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 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 shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright. |
5. There is no exercise date. The shares of phantom stock become payable in cash upon the reporting person's retirement or termination of employment. |
6. There is no expiration date. The shares of phantom common stock become payable in cash upon the reporting person's retirement or termination of employment. |
7. The shares are not held directly by the reporting person, but are purchased by RESTORE's 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. |
8. There is no conversion or exercise price. See Footnote 7. |
Shirley R. Smith on behalf of Michael D. Bahr by power of attorney | 08/13/2009 | |
** 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. | ||
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. |