Health Net (HNT) Form 4 HEALTH NET / Steven Sell 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^*

Sell Steven

(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)
President, West RegHealth Plan

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2016

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	02/20/2016		F(1)		689(5)	D	$61.08	77,713(6)	D
Common Stock	02/20/2016		F(2)		2,103(5)	D	$61.08	75,610(6)	D
Common Stock	02/21/2016		F(3)		1,491(5)	D	$61.08	74,119(6)	D
Common Stock	02/21/2016		F(4)		3,289(5)	D	$61.08	70,830(6)	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

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 5,500 restricted stock units ("RSUs") made to the Reporting Person on February 20, 2015 (the "2015 RSU Vest"), pursuant to the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2006 Plan").

2. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 16,500 performance stock units ("PSUs") made to the Reporting Person on February 20, 2015, pursuant to the 2006 Plan (the "2015 PSU Vest").

3. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 8,750 RSUs made to the Reporting Person on February 21, 2014, pursuant to the 2006 Plan (the "2014 RSU Vest").

4. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 26,250 PSUs made to the Reporting Person on February 21, 2014, pursuant to the 2006 Plan (the "2014 PSU Vest").

5. The number of shares withheld by the Issuer in connection with the 2014 RSU Vest, 2014 PSU Vest, 2015 RSU Vest, and 2015 PSU Vest was based on the closing price of the Issuer's common stock on February 19, 2016, pursuant to the terms of the 2006 Plan.

6. Includes shares held by the Steven J. Sell and Margaret D. William Revocable Trust, of which the Reporting Person is a trustee and beneficiary.

	/s/ Steven Sell	02/23/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.