SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Morris Matthew Shawn (Last) (First) (Middle) 9009 CAROTHERS PARKWAY SUITE 501 (Street) FRANKLIN TN 37067 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	01/31/2012		D		11,269(1)	D	(2)	44,910	D
Common Stock	01/31/2012		D		485	D	(3)	0	D
Common Stock	01/31/2012		D		1,592	D	(3)	0	D
Common Stock	01/31/2012		D		13,681	D	(3)	0	D
Common Stock	01/31/2012		D		25,000	D	(3)	0	D
Common Stock	01/31/2012		D		4,152	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	01/31/2012		D			7,252	(4)	02/19/2018	Common Stock	7,252	(4)	0	D
Employee Stock Option (right to buy)	$15.16	01/31/2012		D			14,324	(4)	02/13/2019	Common Stock	14,324	(4)	0	D
Employee Stock Option (right to buy)	$17.82	01/31/2012		D			6,181	(4)	02/11/2020	Common Stock	6,181	(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.

Remarks:

	/s/ J. Gentry Barden, Attorney-in-Fact	02/01/2012
	** 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).
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