Sec Form 4 Filing - Sivori John P @ HEALTH NET INC - 2012-02-29

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 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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1. Name and Address of Reporting Person Sivori John P 2. Issuer Name and Ticker or Trading Symbol HEALTH NET INC [ HNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Health Care Svcs OfcrPresPharm (Last) (First) (Middle) C/O HEALTH NET, INC., 21650 OXNARD STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2012 (Street) WOODLAND HILLS, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/29/2012 M 28,000 ( 1 ) A $ 28.9 46,333 D Common Stock 02/29/2012 S 28,000 D $ 37.8125 ( 2 ) 18,333 D Common Stock 02/29/2012 M 7,321 ( 3 ) A $ 29.2 25,654 D Common Stock 02/29/2012 S 7,321 D $ 37.8581 ( 4 ) 18,333 D Common Stock 03/01/2012 M 17,879 ( 3 ) A $ 29.2 36,212 D Common Stock 03/01/2012 S 17,879 D $ 38.2242 ( 5 ) 18,333 D Common Stock 03/01/2012 M 8,334 ( 6 ) A $ 30.73 26,667 D Common Stock 03/01/2012 S 8,334 D $ 38.16 ( 7 ) 18,333 D Common Stock 03/01/2012 S 15,770 D $ 38 16,552 ( 8 ) I By Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (Right to Buy) $ 28.9 02/29/2012 M( 1 ) 28,000 02/17/2005( 11 ) 02/17/2014 Common Stock 28,000 $ 0 0 D Stock Option (Right to Buy) $ 29.2 02/29/2012 M( 3 ) 7,321 02/24/2006( 12 ) 02/24/2015 Common Stock 7,321 $ 0 17,879 ( 13 ) D Stock Option (Right to Buy) $ 29.2 03/01/2012 M( 3 ) 17,879 02/24/2006( 12 ) 02/24/2015 Common Stock 17,879 $ 0 0 D Stock Option (Right to Buy) $ 30.73 03/01/2012 M( 6 ) 8,334 02/18/2012( 9 ) 02/18/2018 Common Stock 8,334 $ 0 16,666 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sivori John P C/O HEALTH NET, INC. 21650 OXNARD STREET WOODLAND HILLS, CA91367 Health Care Svcs OfcrPresPharm Signatures /s/ John P. Sivori 03/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of a stock option granted to the Reporting Person on February 17, 2004 under the Issuer's 1997 Stock Option Plan, as amended (the "2004 Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act"). ( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.66 to $38.03625, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 3 )Exercise of a portion of a 25,200 share stock option grant made to the Reporting Person on February 24, 2005 under the Issuer's 2002 Stock Option Plan, as amended (the "2005 Grant"), in a transaction exempt under the Act. ( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.68 to $38.035, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 5 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.00 to $38.35667, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 6 )Exercise of a portion of a 25,000 share stock option grant made to the Reporting Person on February 18, 2011 under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2011 Grant"), in a transaction exempt under the Act. ( 7 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.005 to $38.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 8 )Shares held by the Sivori Family Trust, John and Roxanne Sivori TTES (the "Sivori Family Trust"), of which the Reporting Person is a trustee and beneficiary. ( 9 )The 2011 Grant became exercisable with respect to 33-1/3% of the options on the first anniversary of the grant date of February 18, 2011 and will become exercisable with regard to the remainder of the options in 33-1/3% increments on each of the second and third anniversaries of the grant date. ( 10 )Represents unvested and unexercised options from the 2011 Grant beneficially owned by the Reporting Person. ( 11 )The 2004 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of February 17, 2004. ( 12 )The 2005 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of February 24, 2005. ( 13 )Represents vested and unexercised options from the 2005 Grant beneficially owned by the Reporting Person.

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).

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