SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Morris Matthew Shawn

(Last)

(First)

(Middle)

9009 CAROTHERS PARKWAY

SUITE 501

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2009

3. Issuer Name and Ticker or Trading Symbol
HealthSpring, Inc. [ HS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres-HS of TN

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,763⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	02/02/2016	Common Stock	50,000	$19.5	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/01/2017	Common Stock	100,000	$20.35	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/19/2018	Common Stock	17,252	$19.5	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/13/2019	Common Stock	14,324	$15.16	D

Explanation of Responses:

1. Includes 1,939 shares of restricted common stock granted to Mr. Morris on February 19, 2008 in connection with his continuing employment. In general, the restrictions with respect to these shares lapse as follows: 50% on February 19, 2010, 25% on February 19, 2011, and 25% on February 19, 2012. Also includes 3,183 shares of restricted common stock granted to Mr. Morris on February 13, 2009 in connection with his continuing employment. In general, the restrictions with respect to these shares lapse as follows: 50% on February 13, 2011, 25% on February 13, 2012, and 25% on February 13, 2013. Also includes 3,841 shares of restricted common stock acquired by Mr. Morris in lieu of a portion of his annual cash bonus pursuant to the terms of the HealthSpring, Inc. Amended and Restated 2008 Management Stock Purchase Plan. In general, the restrictions with respect to these shares lapse on February 13, 2011.

2. In general, the shares subject to option vest and become exercisable as follows: 25% on September 29, 2006, 25% on September 29, 2007, 25% on September 29, 2008, and 25% on September 29, 2009.

3. In general, the shares subject to option vest and become exercisable as follows: 25% on January 1, 2008, 25% on January 1, 2009, 25% on January 1, 2010, and 25% on January 1, 2011.

4. In general, the shares subject to option vest and become exercisable as follows: 50% on February 19, 2010, 25% on February 19, 2011, 25% on February 19, 2012.

5. In general, the shares subject to option vest and become exercisable as follows: 50% on February 13, 2011, 25% on February 13, 2012, 25% on February 13, 2013.

Remarks:

	/s/ J. Gentry Barden, Attorney-in-Fact	03/25/2009
	** 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 5 (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 Number.