Edgar Filing: Fritch Herbert A

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Fritch Herbert A

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2006

3. Issuer Name and Ticker or Trading Symbol
HealthSpring, Inc. [HS]

(Last)

(First)

(Middle)

44 VANTAGE WAY,Â SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO & President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NASHVILLE,Â TNÂ 37228

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,595,185 ⁽¹⁾	D	Â
Common Stock	519,698 ⁽¹⁾	I	By trust
Common Stock	1,039,395 ⁽¹⁾	I	By trust
Common Stock	1,000,000 ⁽¹⁾	I	By trust
Common Stock	1,000,000 ⁽¹⁾	I	By trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	⁽³⁾	$ ⁽³⁾	D	Â
Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	⁽³⁾	$ ⁽³⁾	I	By trust
Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	⁽³⁾	$ ⁽³⁾	I	By trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fritch Herbert A 44 VANTAGE WAY SUITE 300 NASHVILLE,Â TNÂ 37228	Â X	Â	Â Chairman, CEO & President	Â

Signatures

/s/ J. Gentry Barden under Power of Attorney attached hereto		02/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Does not give effect to a one-for-two reverse common stock split effective immediately prior to the closing of the initial public offering.
(2)	The Preferred Stock is convertible upon the closing of the initial public offering of Common Stock.
(3)	The reporting person currently holds 24,603.559 shares of Preferred Stock directly and beneficially owns 5,816.243 shares of Preferred Stock in trust. Each share of Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through the day immediately prior to the closing date of the initial public offering by (2) the per share initial public offering price of the Common Stock.

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