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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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 (Last) (First) (Middle) 9009 CAROTHERS PARKWAY, SUITE 501 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008 (Street) FRANKLIN, TN 37067 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) Amount (A) or (D) Price Common Stock 08/13/2008   S 51,600 D $ 19.8601 262,426 I By trust (1) Common Stock 08/13/2008   S 51,600 D $ 19.8601 262,426 I By trust (2) Common Stock 08/13/2008   S 17,300 D $ 19.8601 87,375 I By trust (3) Common Stock 08/13/2008   S 17,300 D $ 19.8601 87,375 I By trust (4) Common Stock 08/13/2008   S 17,300 D $ 19.8601 87,375 I By trust (5) Common Stock 08/14/2008   S 26,900 D $ 19.8111 235,526 I By trust (1) Common Stock 08/14/2008   S 26,900 D $ 19.8111 235,526 I By trust (2) Common Stock 08/14/2008   S 8,800 D $ 19.8111 78,575 I By trust (3) Common Stock 08/14/2008   S 8,800 D $ 19.8111 78,575 I By trust (4) Common Stock 08/14/2008   S 8,800 D $ 19.8111 78,575 I By trust (5) Common Stock 12/30/2008   S 20,544 D $ 19.5 214,982 I By trust (1) Common Stock 12/30/2008   S 20,544 D $ 19.5 214,982 I By trust (2) Common Stock 12/30/2008   S 6,804 D $ 19.5 71,771 I By trust (3) Common Stock 12/30/2008   S 6,804 D $ 19.5 71,771 I By trust (4) Common Stock 12/30/2008   S 6,804 D $ 19.5 71,771 I By trust (5)

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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
	Director	10% Owner	Officer	Other
Fritch Herbert A 9009 CAROTHERS PARKWAY SUITE 501 FRANKLIN, TN 37067	  X	Â	  Chairman & CEO	Â

Signatures

/s/ Herbert A. Fritch		02/13/2009
**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)	Shares owned by Jerry D. Mayes, 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.
(2)	Shares owned by Jerry D. Mayes, 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.
(3)	Shares owned by Jerry D. Mayes, 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.
(4)	Shares owned by Jerry D. Mayes, 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.
(5)	Shares owned by Jerry D. Mayes, 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.
  Remarks: One of two.

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