Sec Form 4 Filing - Bahr Michael D @ COVENTRY HEALTH CARE INC - 2012-11-27

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 Bahr Michael D 2. Issuer Name and Ticker or Trading Symbol COVENTRY HEALTH CARE INC [ CVH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 6720-B ROCKLEDGE DRIVE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2012 (Street) BETHESDA, MD20817 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 11/27/2012 M 10,000 A $ 18.07 12,000 D Common Stock 11/27/2012 S 10,000 D $ 43.26 2,000 D Common Stock 11/27/2012 M 26,667 A $ 20.46 28,667 D Common Stock 11/27/2012 S 26,667 D $ 43.26 2,000 D Common Stock 11/27/2012 M 20,000 A $ 21.89 22,000 D Common Stock 11/27/2012 S 20,000 D $ 43.26 2,000 D Common Stock 11/27/2012 A 17 A 6,036 I by Managed Account Common Stock Restricted 11/27/2012 S 3,352 D $ 43.29 80,431 D Common Stock Restricted 11/27/2012 S 2,514 D $ 43.28 77,917 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 (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 Non-Qualified Stock Option (right to buy) $ 18.07 11/27/2012 M 10,000 06/22/2010 06/22/2019 Common Stock 10,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 34.95 12/14/2005 12/14/2014 Common Stock 5,625 5,625 D Non-Qualified Stock Option (right to buy) $ 47.9 06/20/2006 06/20/2015 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 51.3 05/22/2007 05/22/2016 Common Stock 26,250 26,250 D Non-Qualified Stock Option (right to buy) $ 60.01 05/22/2008 05/22/2017 Common Stock 20,000 20,000 D Non-Qualified Stock Option (right to buy) $ 20.46 11/27/2012 M 26,667 05/26/2011 05/26/2020 Common Stock 26,667 $ 0 13,333 D Non-Qualified Stock Option (right to buy) $ 21.89 11/27/2012 M 20,000 08/05/2010 08/05/2019 Common Stock 20,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 29.98 05/24/2013 05/24/2022 Common Stock 107,017 107,017 D Non-Qualified Stock Option (right to buy) $ 36.11 06/22/2012 06/22/2021 Common Stock 58,083 58,083 D Non-Qualified Stock Option (right to buy) $ 44.2 05/19/2009 05/19/2018 Common Stock 20,000 20,000 D Restore ( 2 ) ( 2 ) ( 2 ) Common Stock 7,084 7,084 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bahr Michael D 6720-B ROCKLEDGE DRIVE SUITE 700 BETHESDA, MD20817 Executive Vice President Signatures Shirley R. Smith on behalf of Michael D. Bahr by Power of Attorney 11/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were acquired through payroll deduction at various prices at market value since the last ownership filing. ( 2 )There is no conversion of exercise price, nor is there a date exercisable or expiration date. The common stock reported herein was acquired since the last ownership filing by and in the name of the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") and allocated to the reporting person's account. The phantom common stock will be paid out in cash six months following the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution.

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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