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Filing Details

Accession Number:: 0001209191-10-001630
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-01-06 12:00:00
Reporting Period:: 2010-01-04

Filing Date:: 2010-01-06
Accepted Time:: 2010-01-06 10:37:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1339553	Healthspring Inc.	HS	Hospital & Medical Service Plans (6324)	201821898

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1351150	A Herbert Fritch	9009 Carothers Parkway Suite 501 Franklin TN 37067	Chairman & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2010-01-04	9,700	$17.77	3,611,590	No	4	S	Direct
Common Stock	Disposition	2010-01-04	175,000	$0.00	3,436,590	No	4	J	Direct
Common Stock	Disposition	2010-01-05	175,000	$0.00	3,261,590	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	J	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward sale contract (obligation to sell)	Disposition	2010-01-04	175,000	$0.00	175,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2010-01-05	175,000	$0.00	175,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-01-04	2010-01-04	No	4	J	Direct
0	2010-01-05	2010-01-05	No	4	J	Direct

Footnotes

The sales reported in this Form 4 entry were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 26, 2009.
On August 1, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 350,000 shares of HealthSpring, Inc. (the "Company") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of Company common stock at that time) on the settlement date of the contract. The shares were divided into two groups of 175,000 each, one of which settled on January 4, 2010 and the other of which settled on January 5, 2010. In exchange for assuming this obligation, the reporting person received a cash payment of $5,745,612.60 as of the date of entering into the contract. The reporting person pledged 350,000 shares of Company common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
The number of shares of Company common stock the reporting person delivered to the buyer on the settlement date was to be determined under the sale contract as follows: (a) if the price of a share of Company common stock on December 29, 2009 (the "Final Price") was less than $19.5429 (the "Floor Strike Price"), the reporting person was required to deliver to the buyer all of the Pledged Shares; (b) if the Final Price was between the Floor Strike Price and $26.3829 (the "Cap Strike Price"), the reporting person was required to deliver to the buyer a number of shares of Company common stock having a value (based on the Final Price) equal to $3,420,007.50; and (c) if the Final Price was greater than the Cap Strike Price, the reporting person was required to deliver to the buyer a number of shares of Company common stock calculated using the following formula: [(Floor Strike Price/Final Price) + ((Final Price - Cap Strike Price)/Final Price)] X 175,000.
On December 29, 2009, the Final Price was less than $19.5429. Accordingly, the reporting person transferred 175,000 shares to the buyer.
The number of shares of Company common stock the reporting person delivered to the buyer on the settlement date was to be determined under the sale contract as follows: (a) if the price of a share of Company common stock on December 30, 2009 (the "Final Price") was less than $19.5429 (the "Floor Strike Price"), the reporting person was required to deliver to the buyer all of the Pledged Shares; (b) if the Final Price was between the Floor Strike Price and $26.3829 (the "Cap Strike Price"), the reporting person was required to deliver to the buyer a number of shares of Company common stock having a value (based on the Final Price) equal to $3,420,007.50; and (c) if the Final Price was greater than the Cap Strike Price, the reporting person was required to deliver to the buyer a number of shares of Company common stock calculated using the following formula: [(Floor Strike Price/Final Price) + ((Final Price - Cap Strike Price)/Final Price)] X 175,000.
On December 30, 2009, the Final Price was less than $19.5429. Accordingly, the reporting person transferred 175,000 shares to the buyer.