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 *
  Hailey James R
 2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2010		 3. Issuer Name and Ticker or Trading Symbol
HealthSpring, Inc. [HS]
(Last)
(First)
(Middle)
9009 CAROTHERS PARKWAY, SUITE 501		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Pres-Pharmacy Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FRANKLIN, TN 37067		 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 12,681 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 08/07/2019 Common Stock 12,500 $ 13.29 D  
Employee Stock Option (Right to Buy)   (3) 02/11/2020 Common Stock 6,181 $ 17.82 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hailey James R
9009 CAROTHERS PARKWAY
SUITE 501
FRANKLIN, TN 37067		       SVP & Pres-Pharmacy Operations  

Signatures

/s/ James R. Hailey 12/02/2010
**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) Includes 2,500 shares of restricted common stock granted to Mr. Hailey on August 7, 2009 in connection with his appointment as Senior Vice President & President - Pharmacy Operations. In general, the restrictions with respect to these shares lapse as follows: 25% on April 27, 2010, 25% on April 27, 2011, 25% on April 27, 2012, and 25% on April 27, 2013. Also includes 10,181 shares of restricted common stock granted to Mr. Hailey on February 11, 2010 in connection with his continuing employment. In general, the restrictions with respect to these shares lapse as follows: 50% on February 11, 2012, 25% on February 11, 2013, and 25% on February 11, 2014.
(2) In general, the shares subject to option vest and become exercisable as follows: 25% on April 27, 2010, 25% on April 27, 2011, 25% on April 27, 2012, and 25% on April 27, 2013.
(3) In general, the shares subject to option vest and become exercisable as follows: 50% on February 11, 2012, 25% on February 11, 2013, and 25% on February 11, 2014.

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