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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
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 *

Fritch Herbert A 		2. Issuer Name and Ticker or Trading Symbol

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

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

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

1/25/2012
(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   1/25/2012     G   V 90910   D $ 0   2247213   D    
Common Stock   1/31/2012     D    2217213   D   (1) 0   D    
Common Stock   1/31/2012     D    30000   D   (2) 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)   $15.16   1/31/2012     D         127321      (3) 2/13/2019   Common Stock   127321     (3) 0   D    
Employee Stock Option (right to buy)   $17.82   1/31/2012     D         280220      (4) 2/11/2020   Common Stock   280220     (4) 0   D    
Employee Stock Option (right to buy)   $37.29   1/31/2012     D         72697      (5) 3/7/2021   Common Stock   72697     (5) 0   D    
Employee Stock Option (right to buy)   $37.29   1/31/2012     A      72697         (6) 3/7/2021   Common Stock   72697   $ 0   72697   D    
Employee Stock Option (right to buy)   $37.29   1/31/2012     D         72697      (7) 3/7/2021   Common Stock   72697     (7) 0   D    

Explanation of Responses:
( 1)  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.
( 2)  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 37,136 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.
( 3)  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 157,609 shares of Cigna common stock for $12.25 per share. This option, which initially represented a right to purchase a total of 254,642 shares of Company common stock (previously exercised with respect to 127,321 shares), provided for vesting as follows: 50% on February 13, 2011; 25% on February 13, 2012; and 25% on February 13, 2013.
( 4)  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 346,882 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.
( 5)  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 89,991 shares of Cigna common stock for $30.13 per share. This option provided for vesting as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
( 6)  The reporting person was previously awarded an option to purchase 72,697 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 option provided for vesting to then be as follows: 50% on March 7, 2013; 25% on March 7, 2014; and 25% on March 7, 2015.
( 7)  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 89,991 shares of Cigna common stock for $30.13 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fritch Herbert A
9009 CAROTHERS PARKWAY
SUITE 501
FRANKLIN, TN 37067 		X
Chairman & CEO

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.
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 control number.
Healthspring (NYSE:HS)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Healthspring Charts.
Healthspring (NYSE:HS)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Healthspring Charts.