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 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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1. Name and Address of Reporting Person * Pingitore Pasquale R MD   2. Issuer Name and Ticker or Trading Symbol HealthSpring, Inc. [HS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP & Chief Medical Off (Last) (First) (Middle) 44 VANTAGE WAY, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2006 (Street) NASHVILLE, TN 37228 4. If Amendment, Date 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 (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 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 02/08/2006   C   123,924 A (1) 418,384 D   Common Stock 02/08/2006   C   6,592 A (1) 28,679 I By trust Common Stock 02/08/2006   C   6,592 A (1) 28,679 I By trust Common Stock 02/08/2006   C   2,514 A (1) 2,514 I By spouse

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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 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

Preferred Stock

(1)

02/08/2006

C

2,396.564

(2)

(2)

Common Stock

123,924

$ 0

0

D

Preferred Stock

(1)

02/08/2006

C

127.486

(2)

(2)

Common Stock

6,592

$ 0

0

I

By trust

Preferred Stock

(1)

02/08/2006

C

127.486

(2)

(2)

Common Stock

6,592

$ 0

0

I

By trust

Preferred Stock

(1)

02/08/2006

C

48.63

(2)

(2)

Common Stock

2,514

$ 0

0

I

By spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pingitore Pasquale R MD 44 VANTAGE WAY SUITE 300 NASHVILLE, TN 37228			Senior VP & Chief Medical Off

Signatures

/s/ J. Gentry Barden, Attorney-in-Fact		02/10/2006
**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)	Each share of Preferred Stock converted 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 (February 7, 2006) by (2) the per share initial public offering price of the Common Stock, which was $19.50.
(2)	The Preferred Stock was convertible upon closing of the initial public offering of Common Stock, which was February 8, 2006.

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