| HealthSpring, Inc. |
| (Name of Issuer) |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
| 42224N 10 1 |
| (CUSIP Number) |
| December 31, 2007 |
| (Date of Event Which Requires Filing of this Statement) |
CUSIP NO. 42224N 10 1
|
13G | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS Herbert A. Fritch |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States of America | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 4,866,214 (1) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 4,866,214 (1) | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 4,866,214 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) (a) x | ||||
| 942,077 (2) | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.1%(3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
CUSIP NO. 42224N 10 1
|
13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer:
|
HealthSpring, Inc. | ||
| Item 1(b). | Address of Issuer’s
Principal Executive
Offices:
|
9009 Carothers Parkway Suite 501 Franklin, TN 37067 |
||
| Item 2(a). | Name of Person Filing:
|
Herbert A. Fritch | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
9009 Carothers Parkway Suite 501 Franklin, TN 37067 |
||
| Item 2(c). | Organization/Citizenship:
|
United States of America | ||
| Item 2(d). | Title of Class
Of Securities:
|
Common Stock, $0.01 par value | ||
| Item 2(e). | CUSIP Number:
|
42224N 10 1 | ||
| Item 3. | Inapplicable. |
|||
| Item 4. | Ownership. |
|||
| Total Shares | ||||||||||||||||
| of | ||||||||||||||||
| Common | Sole | Shared | ||||||||||||||
| Stock | Percent | Sole | Shared | Power | Power | |||||||||||
| Beneficially | of | Voting | Voting | to | to | |||||||||||
| Person | Owned | Class | Power | Power | Dispose | Dispose | ||||||||||
Herbert A. Fritch
|
4,866,214 (1)(2) | 8.1% (3) | 4,866,214 (1)(2) | 0 | 4,866,214 (1)(2) | 0 | ||||||||||
| (1) | Includes an option to purchase 50,000 shares of Common Stock which is currently exercisable. Also includes 965,362 shares owned by the reporting person as trustee of grantor retained annuity trusts. | |
| (2) | Excludes 942,077 shares beneficially owned by various trusts, the beneficiaries of which are adult children or adult stepchildren of the reporting person, and as to which the reporting person disclaims beneficial ownership. | |
| (3) | Based on 59,950,576 shares of Common Stock outstanding as of October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. |
CUSIP NO. 42224N 10 1
|
13G | Page 4 of 5 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| Inapplicable | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Inapplicable | ||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||
| Inapplicable | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| Inapplicable | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Inapplicable | ||||
| Item 10. | Certifications. | |||
| Inapplicable | ||||
CUSIP NO. 42224N 10 1
|
13G | Page 5 of 5 Pages |