Form 4 COVENTRY HEALTH CARE For: Jun 22 Filed by: NOLAN TIMOTHY E (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

NOLAN TIMOTHY E

(Last)

(First)

(Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2012

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)
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								24,663	D
Common Stock	06/22/2012		A		35	A	⁽¹⁾	3,858	I	by Managed Account
Common Stock Restricted	06/22/2012		F⁽²⁾		1,516	D	$ 34.2	66,783	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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 16.04

05/01/2010

05/01/2019

Common Stock

30,000

Non-Qualified Stock Option (right to buy)

$ 20.46

05/26/2011

05/26/2020

Common Stock

30,000

Non-Qualified Stock Option (right to buy)

$ 29.98

05/27/2013

05/24/2022

Common Stock

48,644

Non-Qualified Stock Option (right to buy)

$ 36.11

06/22/2012

06/22/2021

Common Stock

32,914

Restore

⁽³⁾

06/22/2012

3,175 ⁽⁴⁾

⁽³⁾

Common Stock

3,175

$ 0

7,557

Explanation of Responses:

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

2. Sale of securities back to the Company to pay withholding taxes on release of one-fourth increment of restricted stock award.

3. 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.

4. Represents shares acquired through payroll deduction at various prices at market value since the last ownership filing and shares purchased with earnings received pursuant to a cash dividend paid by the Company on April 9, 2012, and deposited into the Company's common stock fund held in the Company's 401(k) Restoration and Deferred Compensation Plan for the account of the reporting person.

	Timothy E. Nolan	06/26/2012
	** 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).
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.

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