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^*

WISE ALLEN F

(Last)

(First)

(Middle)

COVENTRY HEALTH CARE, INC.

6720-B ROCKLEDGE DRIVE, SUITE #700

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2013

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	03/12/2013		A		418	A	⁽¹⁾	5,053	I	401K Managed Account
Common Stock	03/12/2013		S		112,410	D	$46.76⁽²⁾	500,004	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)
Restore⁽³⁾	⁽⁴⁾	03/12/2013		A		7,105		⁽⁴⁾	⁽⁴⁾	Common Stock	7,105	$0	45,987	D
Restricted Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Restricted Stock Units	81,139		81,139	D

Explanation of Responses:

1. Shares were acquired through payroll deduction at various prices at market value since the last ownership filing.

2. Represents the average sales price per share. For individual sales, see attached Schedule A.

3. Issuer's 401(k) Restoration and Deferred Compensation Plan ("Restore").

4. There is no conversion or exercise price, nor is there a date exercisable or an expiration date. The common stock reported here was acquired since the last ownership filing by and in the name of the rabbi trust of the Restore plan and allocated to the reporting person's retirement or other termination of services at the closing market price of the shares on the date of distribution.

5. On March 6, 2013, the Compensation Committee certified that the performance criteria set for the Restricted Stock Units ("RSU's") had been met and the RSU's will be fully vested on December 31, 2013 and paid out in cash in January 2014 at the average price of the Company's stock during the trading days between December 15, 2013 and January 15, 2014.

	Allen F. Wise	03/13/2013
	** Signature of Reporting Person	Date
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