UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number:  001-32739
 
HEALTHSPRING, INC.
(Exact name of registrant as specified in its charter)
 
9009 Carothers Parkway, Suite 501
Franklin, Tennessee 37067
(615) 291-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Common Stock, $0.01 par value
(Title of each class of securities covered by this Form)
 
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
 
 
Rule 12g-4(a)(1) 
x
  Rule 12g-4(a)(2)
o
  Rule 12h-3(b)(1)(i)
x
  Rule 12h-3(b)(1)(ii) 
o
  Rule 15d-6
o
               
                         
Approximate number of holders of record as of the certification or notice date:
One
 
 
 
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, HealthSpring, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
 

       
HEALTHSPRING, INC.
 
 
  
Date:
January 31, 2012
  
By:
/s/ Herbert A. Fritch
  
 
  
 
Name:
Herbert A. Fritch
  
 
  
 
Title:
Chief Executive Officer