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^*

MANSHEIM BERNARD J MD

(Last)

(First)

(Middle)

6705 ROCKLEDGE DR

#900

(Street)

BETHESDA

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2007

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	07/06/2007		M		11,250	A	$32.46	66,568⁽¹⁾	D⁽²⁾
Common Stock	07/06/2007		S		11,250	D	$59.91	55,318⁽³⁾	D⁽⁴⁾
Common Stock	07/06/2007		M		22,500	A	$47.9	77,818⁽⁵⁾	D⁽⁶⁾
Common Stock	07/06/2007		S		22,500	D	$59.91	55,318⁽⁷⁾	D⁽⁸⁾

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. Includes the following: Table I-Non-Derivative Securities comprised of 27,435 shares of common stock held directly, 11,415 shares of common stock held indirectly by managed account (401(k) Plan), and 27,718 shares of restricted common stock with restrictions lapsed, held directly; and no Table II Derivative Securities. The foregoing totals reflect the forfeiture of 11,250 shares of unvested restricted stock and the cancellation of 37,750 shares of unvested non-qualified stock options following the retirement of Dr. Mansheim on June 29, 2007.

2. See Footnote 1 for shares held directly and indirectly.

3. Same as Footnote 1, except the number of shares of common stock held directly is reduced from 27,435 to 16,185 following the exercise of a non-qualified stock option for 11,250 shares and the subsequent sale of those shares.

4. See Footnotes 1 and 3 for shares held directly and indirectly.

5. Same as Footnote 1, except the number of shares of common stock held directly is 38,685 pursuant to the exercise of a non-qualified stock option for 22,500 shares.

6. See Footnotes 1 and 5 for shares held directly and indirectly.

7. Same as Footnote 1, except the number of shares of common stock held directly is 16,185 following the exercise of a non-qualified stock option for 22,500 shares and the subsequent sale of those shares.

8. See Footnotes 1 and 7 for shares held directly and indirectly.

Remarks:

Dr. Mansheim retired on June 29, 2007, and is no longer subject to Section 16. Form 4 reporting obligations may continue if Dr. Mansheim has a reportable transaction within six months of his last transaction prior to his retirement date.

	Shirley R. Smith on behalf of Bernard J. Mansheim, M.D. by Power of Attorney	07/10/2007
	** 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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