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1. Name and Address of Reporting Person
*
Hailey James R
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2. Issuer Name
and
Ticker or Trading Symbol
HealthSpring, Inc.
[
HS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & Pres-Pharmacy Operations
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(Last)
(First)
(Middle)
9009 CAROTHERS PARKWAY, SUITE 501
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2012
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(Street)
FRANKLIN, TN 37067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Includes 4,910 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.
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(
2)
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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, 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.
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(
3)
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Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the HealthSpring, Inc. 2006 Amended and Restated Equity Incentive Plan (the "2006 Plan") was assumed by Cigna and replaced with an award of 1,547 restricted shares of Cigna common stock. This award, which initially represented an award of 2,500 restricted shares of Company common stock (restrictions previously lapsed with respect to 1,250 shares), provided for restrictions with respect to these shares to lapse as follows: 25% on April 27, 2010; 25% on April 27, 2011; 25% on April 27, 2012; and 25% on April 27, 2013.
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(
4)
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Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 12,602 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on February 11, 2012; 25% on February 11, 2013; and 25% on February 11, 2014.
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(
5)
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Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 4,772 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
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(
6)
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Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 2,260 restricted shares of Cigna common stock. This award provided for restrictions with respect to these shares to lapse as follows: 50% on January 18, 2014; 25% on January 18, 2015; and 25% on January 18, 2016.
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(
7)
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The reporting person was previously awarded 1,868 restricted shares of Company common stock under the 2006 Plan that vested over time based on future Company performance. Pursuant to the terms of the award, upon the effective time of the merger, the performance goals were deemed to have been met. The award provided for restrictions with respect to these shares to then lapse as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
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(
8)
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Pursuant to the Merger Agreement, at the effective time of the merger, this award of restricted shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an award of 2,312 restricted shares of Cigna common stock.
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(
9)
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Pursuant to the Merger Agreement, at the effective time of the merger, this option to purchase shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an option to purchase 15,473 shares of Cigna common stock for $10.74 per share. This option provided for vesting as follows: 25% on April 27, 2010; 25% on April 27, 2011; 25% on April 27, 2012; and 25% on April 27, 2013.
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(
10)
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Pursuant to the Merger Agreement, at the effective time of the merger, this option to purchase shares of Company common stock granted under the 2006 Plan was assumed by Cigna and replaced with an option to purchase 7,651 shares of Cigna common stock for $14.40 per share. This option provided for vesting as follows: 50% on February 11, 2012; 25% on February 11, 2013; and 25% on February 11, 2014.
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