FORM 4
[ X ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Morris Matthew Shawn 		2. Issuer Name and Ticker or Trading Symbol

HealthSpring, Inc. [ HS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP
(Last)          (First)          (Middle)

9009 CAROTHERS PARKWAY, SUITE 501 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2012
(Street)

FRANKLIN, TN 37067
(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   1/31/2012     D    11269   (1) D   (2) 44910   D    
Common Stock   1/31/2012     D    485   D   (3) 0   D    
Common Stock   1/31/2012     D    1592   D   (3) 0   D    
Common Stock   1/31/2012     D    13681   D   (3) 0   D    
Common Stock   1/31/2012     D    25000   D   (3) 0   D    
Common Stock   1/31/2012     D    4152   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
Employee Stock Option (right to buy)   $19.5   1/31/2012     D         7252      (4) 2/19/2018   Common Stock   7252     (4) 0   D    
Employee Stock Option (right to buy)   $15.16   1/31/2012     D         14324      (4) 2/13/2019   Common Stock   14324     (4) 0   D    
Employee Stock Option (right to buy)   $17.82   1/31/2012     D         6181      (4) 2/11/2020   Common Stock   6181     (4) 0   D    

Explanation of Responses:
( 1)  Includes 4,498 restricted shares of Company common stock which, upon the effective time of the merger (as described below), accelerated and fully vested pursuant to the terms of the HealthSpring, Inc. Management Stock Purchase Plan.
( 2)  Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 24, 2011, by and among HealthSpring, Inc. (the "Company"), Cigna Corporation ("Cigna") and Cigna Magnolia Corp., an indirect wholly-owned subsidiary of Cigna, and the documents entered into in connection therewith (collectively, the "Merger Documents") each share of the Company's common stock owned by the reporting person immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into the right to receive $55.00 per share in cash, without interest and less any applicable withholding taxes.
( 3)  Pursuant to the terms of the Merger Documents, each award of restricted shares of Company common stock held immediately prior to the effective time of the merger was, upon the effective time of the merger, cancelled in exchange for a cash cancellation payment equal to the product of (a) the merger consideration of $55.00 per share, and (b) the total number of restricted shares subject to the restricted share award.
( 4)  Pursuant to the terms of the Merger Documents, each option to purchase shares of Company common stock, whether vested or unvested, held immediately prior to the effective time of the merger was, upon the effective time of the merger, cancelled in exchange for a cash cancellation payment equal to the product of (a) the merger consideration of $55.00 per share less the exercise price per share of the applicable stock option, and (b) the total number of shares of Company common stock subject to such stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Morris Matthew Shawn
9009 CAROTHERS PARKWAY
SUITE 501
FRANKLIN, TN 37067

EVP

Signatures
/s/ J. Gentry Barden, Attorney-in-Fact 2/1/2012
** 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.
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