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 * Rothenberger Jeffrey L   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) Exec VP & COO (Last) (First) (Middle) 44 VANTAGE WAY, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 03/24/2006 (Street) NASHVILLE, TN 37228 4. If Amendment, Date Original Filed(Month/Day/Year) 10/05/2006 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 03/24/2006   J(1) V 11,092 A (1) 1,119,029 D   Common Stock 03/24/2006   J(2) V 61,266 D (2) 61,266 I By trust Common Stock 03/24/2006   J(2) V 61,266 D (2) 0 I By trust Common Stock 10/04/2006   S   350,000 D $ 18.03 (3) 769,029 D

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rothenberger Jeffrey L 44 VANTAGE WAY SUITE 300 NASHVILLE, TN 37228			Exec VP & COO

Signatures

/s/ J. Gentry Barden, Attorney-in-Fact		10/06/2006
**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)	Distribution to grantor in connection with the termination of a grantor retained annuity trust. Such distribution increased the number of shares of common stock owned directly by Mr. Rothenberger to 1,119,029 while decreasing the number of shares held in the expiring trust to 122,532.
(2)	Distribution to beneficiary in connection with the termination of a grantor retained annuity trust. Beneficiaries are trusts, of which Mr. Rothenberger's spouse is trustee, for the benefit of Mr. Rothenberger's children.
(3)	The shares were sold in an underwritten public offering at a price of $18.98 per share. The price of $18.03 realized by Mr. Rothenberger is equal to the public offering price minus an underwriting discount equal to $0.95 per share.

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