FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WEGLICKI TIMOTHY T 		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)
(Last)          (First)          (Middle)

400 EAST PRATT STREET, SUITE 910 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2013
(Street)

BALTIMORE, MD 21202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/7/2013     D    34575   D   (1) 0   D    
Common Stock   5/7/2013     D    1125   D   (2) 0   I   by Spouse  
Common Stock Restricted   5/7/2013     D    30373   D   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   5/7/2013     D         16942      (4) 1/1/2019   Common Stock   16942   $0   0   D    
Non-Qualified Stock Option (right to buy)   $19.91   5/7/2013     D         4500      (5) 6/5/2013   Common Stock   4500   $0   0   D    
Non-Qualified Stock Option (right to buy)   $24.29   5/7/2013     D         6480      (6) 1/1/2020   Common Stock   6480   $0   0   D    
Non-Qualified Stock Option (right to buy)   $50.05   5/7/2013     D         3362      (7) 1/1/2017   Common Stock   3362   $0   0   D    
Non-Qualified Stock Option (right to buy)   $56.96   5/7/2013     D         2743      (8) 1/1/2016   Common Stock   2743   $0   0   D    
Restricted Stock Units     (9) 5/7/2013     A      83         (9)   (9) Common Stock   83   $0   5215   D    
Restricted Stock Units     (10) 5/7/2013     D         5215      (10)   (10) Common Stock   5215   $0   0   D    

Explanation of Responses:
( 1)  Common stock of Coventry Health Care, Inc. (the Company) disposed of pursuant to the Agreement and Plan of Merger, dated as of August 19, 2012, as amended, among Aetna Inc. (Aetna), the Company and Jaguar Merger Subsidiary, Inc. (the Merger Agreement). Each share of the Companys common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock. The shares of Aetna common stock received pursuant to the Merger Agreement have a market value of $57.93, which was calculated by taking the average of the volume weighted average of the trading prices for Aetnas common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trading days prior to the completion of the merger (the Aetna Stock Price).
( 2)  Common stock of the Company, held indirectly by spouse, disposed of pursuant to the Merger Agreement. Each share of the Companys common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
( 3)  Restricted Common stock, with all restrictions lapsed, of the Company disposed of pursuant to the Merger Agreement. Each share of the Companys common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
( 4)  This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2009, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) the sum of (x) $27.30 plus (y) the value equal to the product of the Aetna Stock Price ($57.93) multiplied by .3885 (which sum of the amounts in clauses (x) and (y) equals $49.80 and is referred to as the Equity Award Cash Consideration) over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
( 5)  This option, which provided for vesting six months after the grant date on December 5, 2003, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) the Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
( 6)  This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2010, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the excess of (1) the Equity Award Cash Consideration over (2) the exercise price of the option and (B) the total number of shares of Company common stock subject to the option.
( 7)  This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2008, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid within 10 days after the closing of the merger. The cash payment represents the product of (A) $2.25 and (B) the total number of shares of Company common stock subject to the option.
( 8)  This option, which provided for vesting in equal quarterly installments over a one-year period beginning April 1, 2007, had an exercise price in excess of the Equity Award Cash Consideration and was cancelled pursuant to the Merger Agreement in exchange for a cash payment to be paid within 10 days after the closing of the merger. The cash payment represents the product of (A) $1.25 and (B) the total number of shares of Company common stock subject to the option.
( 9)  Represents cash dividends credited to reporting persons Stock Deferral Account and converted into whole restricted stock units in accordance with the terms and conditions of the Companys Deferred Compensation Plan for Non-Employee Directors.
( 10)  Represents restricted stock units, which were cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the number of shares of Company common stock underlying the restricted stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WEGLICKI TIMOTHY T
400 EAST PRATT STREET
SUITE 910
BALTIMORE, MD 21202 		X



Signatures
Shirley R. Smith on behalf of Timothy T. Weglicki by Power of Attorney 5/8/2013
** 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).
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