Edgar Filing: Fritch Herbert A

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN 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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3235-0362

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1. Name and Address of Reporting Person ^*

Fritch Herbert A

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

5. 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

(Last)

(First)

(Middle)

44 VANTAGE WAY,Â SUITE 300

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

(Street)

NASHVILLE,Â TNÂ 37228

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

6. Individual or Joint/Group Reporting
(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 (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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2006	Â	J⁽¹⁾	52,962	D	$ 0	314,025	I	By trust ⁽²⁾
Common Stock	03/12/2006	Â	J⁽³⁾	52,962	A	$ 0	3,710,292	D	Â
Common Stock	03/12/2006	Â	J⁽⁴⁾	104,675	D	$ 0	209,350	I	By trust ⁽²⁾
Common Stock	03/12/2006	Â	J⁽³⁾	104,675	A	$ 0	104,675	I	By trust ⁽⁵⁾
Common Stock	03/12/2006	Â	J⁽⁶⁾	104,675	D	$ 0	104,675	I	By trust ⁽²⁾
Common Stock	03/12/2006	Â	J⁽³⁾	104,675	A	$ 0	104,675	I	By trust ⁽⁷⁾
Common Stock	03/12/2006	Â	J⁽⁸⁾	104,675	D	$ 0	0	I	By trust ⁽²⁾
Common Stock	03/12/2006	Â	J⁽³⁾	104,675	A	$ 0	104,675	I	By trust ⁽⁹⁾
Common Stock	03/12/2006	Â	J⁽¹⁾	105,922	D	$ 0	628,052	I	By trust ⁽¹⁰⁾
Common Stock	03/12/2006	Â	J⁽¹¹⁾	105,922	A	$ 0	3,816,214	D	Â
Common Stock	03/12/2006	Â	J⁽¹²⁾	314,026	D	$ 0	314,026	I	By trust ⁽¹⁰⁾
Common Stock	03/12/2006	Â	J⁽¹¹⁾	314,026	A	$ 0	314,026	I	By trust ⁽¹³⁾
Common Stock	03/12/2006	Â	J⁽¹⁴⁾	314,026	D	$ 0	0	I	By trust ⁽¹⁰⁾
Common Stock	03/12/2006	Â	J⁽¹¹⁾	314,026	A	$ 0	314,026	I	By trust ⁽¹⁵⁾
Common Stock	03/31/2006	Â	J⁽¹⁾	8,909	D	$ 0	491,091	I	By trust ⁽¹⁶⁾
Common Stock	03/31/2006	Â	J⁽¹⁷⁾	8,909	A	$ 0	3,825,123	D	Â
Common Stock	03/31/2006	Â	J⁽¹⁾	8,909	D	$ 0	491,091	I	By trust ⁽¹⁸⁾
Common Stock	03/31/2006	Â	J⁽¹⁹⁾	8,909	A	$ 0	3,834,032	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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, Attorney-in-Fact		02/14/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Distribution to Herbert A. Fritch.
(2)	Shares owned by Barbara Ann Fritch, Trustee of the Herbert A. Fritch Annuity Trust 2004 CPM/JAM/SJW.
(3)	Distribution from Barbara Ann Fritch, Trustee of the Herbert A. Fritch Annuity Trust 2004 CPM/JAM/SJW.
(4)	Distribution to Barbara Ann Fritch, Trustee of the Christian Paul Matheson Trust U/A/D 03/12/04.
(5)	Shares owned by Barbara Ann Fritch, Trustee of the Christian Paul Matheson Trust U/A/D 03/12/04. The reporting person disclaims beneficial ownership of, and any pecuniary interest in, these securities, and this report shall not be deemed an admission that the reporting person is the owner of the securities for purposes of Section 16 or for any other purpose.
(6)	Distribution to Barbara Ann Fritch, Trustee of the Jason Alan Matheson Trust U/A/D 03/12/04.
(7)	Shares owned by Barbara Ann Fritch, Trustee of the Jason Alan Matheson Trust U/A/D 03/12/04. The reporting person disclaims beneficial ownership of, and any pecuniary interest in, these securities, and this report shall not be deemed an admission that the reporting person is the owner of the securities for purposes of Section 16 or for any other purpose.
(8)	Distribution to Barbara Ann Fritch, Trustee of the Sara Jane Whitworth Trust U/A/D 03/12/04.
(9)	Shares owned by Barbara Ann Fritch, Trustee of the Sara Jane Whitworth Trust U/A/D 03/12/04. The reporting person disclaims beneficial ownership of, and any pecuniary interest in, these securities, and this report shall not be deemed an admission that the reporting person is the owner of the securities for purposes of Section 16 or for any other purpose.
(10)	Shares owned by Barbara Ann Fritch, Trustee of the Herbert A. Fritch Annuity Trust 2004 JCS/JLD.
(11)	Distribution from Barbara Ann Fritch, Trustee of the Herbert A. Fritch Annuity Trust 2004 JCS/JLD.
(12)	Distribution to Barbara Ann Fritch, Trustee of the Jamie Christine Seedig Trust U/A/D 03/12/04.
(13)	Shares owned by Barbara Ann Fritch, Trustee of the Jamie Christine Seedig Trust U/A/D 03/12/04. The reporting person disclaims beneficial ownership of, and any pecuniary interest in, these securities, and this report shall not be deemed an admission that the reporting person is the owner of the securities for purposes of Section 16 or for any other purpose.
(14)	Distribution to Barbara Ann Fritch, Trustee of the Jodi Lynn Donovan Trust U/A/D 03/12/04.
(15)	Shares owned by Barbara Ann Fritch, Trustee of the Jodi Lynn Donovan Trust U/A/D 03/12/04. The reporting person disclaims beneficial ownership of, and any pecuniary interest in, these securities, and this report shall not be deemed an admission that the reporting person is the owner of the securities for purposes of Section 16 or for any other purpose.
(16)	Shares owned by Herbert A. Fritch, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 JCS/JLD.
(17)	Distribution from Herbert A. Fritch, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 JCS/JLD.
(18)	Shares owned by Herbert A. Fritch, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 CPM/JAM/SJW.
(19)	Distribution from Herbert A. Fritch, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 CPM/JAM/SJW.

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