Sec Form 4 Filing - MAYHEW KARIN D @ HEALTH NET INC - 2012-04-02

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 MAYHEW KARIN D 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) SVPOrganization Effectiveness (Last) (First) (Middle) 21650 OXNARD STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2012 (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 04/02/2012 M( 2 ) 200 A $ 23.64 48,420 ( 1 ) D Common Stock 04/02/2012 S( 3 ) 200 D $ 40 48,220 ( 1 ) D Common Stock 04/03/2012 M( 2 ) 29,800 A $ 23.64 78,020 ( 1 ) D Common Stock 04/03/2012 S( 4 ) 29,800 D $ 40.1986 ( 4 ) 48,220 ( 1 ) 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 Stock Option (Right to Buy) $ 23.64 04/02/2012 M( 2 ) 200 03/25/2005( 5 ) 03/25/2014 Common Stock 200 $ 0 29,800 D Stock Option (Right to Buy) $ 23.64 04/03/2012 M( 2 ) 29,800 03/25/2005( 5 ) 03/25/2014 Common Stock 29,800 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAYHEW KARIN D 21650 OXNARD STREET WOODLAND HILLS, CA91367 SVPOrganization Effectiveness Signatures /s/ Karin D. Mayhew, SVP Organization Effectiveness 04/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares held by the Karin Mayhew 2006 Revocable Trust, of which the Reporting Person is the sole trustee and beneficiary. ( 2 )Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on March 25, 2004 under the Issuer's 2002 Stock Option Plan, as amended (the "2004 Grant"), in a transaction exempt under Rule 16b-3 of the Act. The exercise of the 2004 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. ( 3 )This sale of Common Stock by the Reporting Person on April 2, 2012, as reported on this Form 4, was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of 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 $40.00 to $40.54, 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 range set forth herein. These sales of Common Stock by the Reporting Person on April 3, 2012, as reported on this Form 4, were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act. ( 5 )The 2004 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date of March 25, 2004.

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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