Health Net (HNT) Form 4 HEALTH NET / JAMES WOYS ownership change

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

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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^*

WOYS JAMES

(Last) (First) (Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

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)
EVP, CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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	05/11/2015		M(1)		17,000	A	$32.59	380,012(2)	D
Common Stock	05/11/2015		S		17,000	D	$57.88(3)	363,012(2)	D
Common Stock	05/12/2015		M(1)		15,000	A	$32.59	378,012(2)	D
Common Stock	05/12/2015		S		6,800	D	$58.38(4)	371,212(2)	D
Common Stock	05/12/2015		S		8,200	D	$58.81(5)	363,012(2)	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
Stock Option (Right to Buy)	$32.59	05/11/2015		M(1)			17,000	(6)	05/13/2015	Common Stock	17,000	$0	15,000	D
Stock Option (Right to Buy)	$32.59	05/12/2015		M(1)			15,000	(6)	05/13/2015	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on May 13, 2005 under the Issuer's 2005 Long-Term Incentive Plan, as amended (the "2005 Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act"). The exercise of the 2005 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.

2. Includes 5,450 shares in which the Reporting Person has a beneficial interest under the profit-sharing component of the Issuer's 401(k) Savings Plan.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $57.33 to $58.27, 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. These sales of Common Stock by the Reporting Person were 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 $57.65 to $58.63, 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. These sales of Common Stock by the Reporting Person 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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $58.65 to $59.09, 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. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.

6. The 2005 Grant became exercisable in 25% increments on each of the first, second, third, and fourth anniversaries of May 13, 2005, the grant date.

	/s/ James E. Woys	05/13/2015
	** 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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