Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
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. Date of Earliest Transaction (Month/Day/Year)
05/08/2009
(Street)

FRANKLIN, TN 37067		 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 05/08/2009   J(1)   34,263 D $ 0 431,412 I By trust (2)
Common Stock 05/08/2009   J(3)   34,263 A $ 0 3,776,627 D  
Common Stock 05/08/2009   J(4)   215,706 D $ 0 215,706 I By trust (2)
Common Stock 05/08/2009   J(3)   215,706 A $ 0 215,706 I By trust (5)
Common Stock 05/08/2009   J(6)   215,706 D $ 0 0 I By trust (2)
Common Stock 05/08/2009   J(3)   215,706 A $ 0 215,706 I By trust (7)
Common Stock 05/08/2009   J(1)   34,263 D $ 0 431,412 I By trust (8)
Common Stock 05/08/2009   J(9)   34,263 A $ 0 3,810,890 D  
Common Stock 05/08/2009   J(10)   143,804 D $ 0 287,608 I By trust (8)
Common Stock 05/08/2009   J(9)   143,804 A $ 0 143,804 I By trust (11)
Common Stock 05/08/2009   J(12)   143,804 D $ 0 143,804 I By trust (8)
Common Stock 05/08/2009   J(9)   143,804 A $ 0 143,804 I By trust (13)
Common Stock 05/08/2009   J(14)   143,804 D $ 0 0 I By trust (8)
Common Stock 05/08/2009   J(9)   143,804 A $ 0 143,804 I By trust (15)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fritch Herbert A
9009 CAROTHERS PARKWAY
SUITE 501
FRANKLIN, TN 37067		   X     Chairman & CEO  

Signatures

 /s/ Herbert A. Fritch   05/11/2009
**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) Distribution to Herbert A. Fritch.
(2) Shares owned by Cumberland Trust & Investment Company, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 (JCS/JLD).
(3) Distribution from Cumberland Trust & Investment Company, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 (JCS/JLD).
(4) Distribution to Cumberland Trust & Investment Company, Trustee of the Jodi Lynn Donovan Trust U/A/D 9/12/08.
(5) Shares owned by Cumberland Trust & Investment Company, Trustee of the Jodi Lynn Donovan Trust U/A/D 9/12/08. 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 Cumberland Trust & Investment Company, Trustee of the Jamie Christine Seedig Trust U/A/D 9/12/08.
(7) Shares owned by Cumberland Trust & Investment Company, Trustee of the Jamie Christine Seedig Trust U/A/D 9/12/08. 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) Shares owned by Cumberland Trust & Investment Company, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 (CPM/JAM/SJW).
(9) Distribution from Cumberland Trust & Investment Company, Trustee of the Herbert A. Fritch Grantor Retained Annuity Trust - 2005 (CPM/JAM/SJW).
(10) Distribution to Cumberland Trust & Investment Company, Trustee of the Sara Jane Whitworth Trust U/A/D 9/12/08.
(11) Shares owned by Cumberland Trust & Investment Company, Trustee of the Sara Jane Whitworth Trust U/A/D 9/12/08. 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.
(12) Distribution to Cumberland Trust & Investment Company, Trustee of the Jason Alan Matheson Trust U/A/D 9/12/08.
(13) Shares owned by Cumberland Trust & Investment Company, Trustee of the Jason Alan Matheson Trust U/A/D 9/12/08. 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 Cumberland Trust & Investment Company, Trustee of the Christian Paul Matheson Trust U/A/D 9/12/08.
(15) Shares owned by Cumberland Trust & Investment Company, Trustee of the Christian Paul Matheson Trust U/A/D 9/12/08. 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.