Ownership Submission
FORM 4
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WISE ALLEN F
   2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [CVH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
COVENTRY HEALTH CARE, INC., 6720-B ROCKLEDGE DRIVE, SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
05/07/2013
(Street)

BETHESDA, MD 20817		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/07/2013   A   240 A (1) 5,293 I 401K Managed Account
Common Stock 05/07/2013   D   5,293 D (2) 0 I 401K Managed Account
Common Stock 05/07/2013   D   500,004 D (3) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Performance Share Units (4) 05/07/2013   A   278,093     (4)   (4) Common Stock 278,093 $ 0 278,093 D  
Performance Share Units (4) 05/07/2013   D     278,093   (4)   (4) Common Stock 278,093 $ 0 0 D  
Restore (5) 05/07/2013   A   2,201     (5)   (5) Common Stock 2,201 $ 0 48,188 D  
Restore (6) 05/07/2013   D     48,188   (6)   (6) Common Stock 48,188 $ 0 0 D  
Restricted Stock Units (7) 05/07/2013   A   55,833     (7)   (7) Restricted Stock Units 55,833 $ 0 136,972 D  
Restricted Stock Units (7) 05/07/2013   D     136,972   (7)   (7) Restricted Stock Units 0 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WISE ALLEN F
COVENTRY HEALTH CARE, INC.
6720-B ROCKLEDGE DRIVE, SUITE 700
BETHESDA, MD 20817		   X     Chief Executive Officer  

Signatures

 Shirley R. Smith on behalf of Allen F. Wise by Power of Attorney   05/09/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Common Stock of Coventry Health Care, Inc. (the "Company") acquired in the reporting person's 401(k) Plan account through payroll deduction and employer matching contributions at various prices at market value since the last ownership filing.
(2) Common stock of the Company acquired by and on behalf of the reporting person through the Company's 401(k) Plan and disposed of pursuant to the Agreement and Plan of Merger, dated as of August 19, 2012, as amended, among Aetna Inc. ("Aetna"), the Company and Jaguar Merger Subsidiary, Inc. (the "Merger Agreement") in exchange for $27.30 in cash and .3885 share of Aetna common stock for each share of Company common stock. The shares of Aetna common stock received pursuant to the Merger Agreement have a market value of $57.93, which was calculated by taking the average of the volume weighted average of the trading prices for Aetna's common stock on the New York Stock Exchange for each of the five trading days ending on the trading day that is two trading days prior to the completion of the merger (the "Aetna Stock Price").
(3) Common stock of the Company disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
(4) The reporting person was previously awarded performance share units that were scheduled to vest over time and based on future Company performance through December 31, 2013. These performance share units were cancelled at target pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the sum of (x) $27.30 plus (y) the value equal to the product of the Aetna Stock Price ($57.93) multiplied by .3885 (which sum of the amounts in clauses (x) and (y) equals $49.80 and is referred to as the "Equity Award Cash Consideration") and (B) the target number of shares of Company common stock underlying the performance share units.
(5) Common stock acquired in reporting person's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") account through payroll deduction at various prices at market value since the last ownership filing. The common stock is acquired and held in the name of the RESTORE rabbi trust and allocated to the reporting person's account. There is no conversion or exercise price, nor is there a date exercisable or expiration date. The shares are sold and paid out in cash six months after the reporting person's retirement or other termination from service.
(6) Common stock held indirectly by the reporting person through RESTORE and disposed of pursuant to the Merger Agreement. Each share of the Company's common stock was exchanged for $27.30 in cash and .3885 share of Aetna common stock valued at the Aetna Stock Price.
(7) The reporting person was previously awarded 55,833 restricted stock units that were scheduled to vest over time and based on future Company performance through December 31, 2013, which performance requirement was deemed met upon completion of the merger. The reporting person previously has reported the acquisition of 81,139 restricted stock units the performance criteria for which were met as of December 31, 2012. The combined total of 136,972 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the product of (A) the Equity Award Cash Consideration and (B) the number of shares of Company common stock underlying the restricted stock units. The cash payment for the 81,139 restricted stock units will be made in January 2014 based on the Equity Award Cash Consideration.

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