Form 4

FORM 4

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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Marlon Anthony M.

2. Issuer Name and Ticker or Trading Symbol
Sierra Health Services, Inc. SIE

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman and Chief Executive Officer              

(Last)      (First)     (Middle)

2724 N. Tenaya Way
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
August 16, 2002

(Street)

Las Vegas, NV 89128

5. If Amendment,
Date of Original
(Month/Day/Year)
August 30, 2002		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

8/12/02

 

M

 

45,000

A

10.92

 

 

 

Common Stock

8/12/02

 

S

 

45,000

D

23.15

 

 

 

Common Stock

8/12/02

 

M

 

3,400

A

8.00

 

 

 

Common Stock

8/12/02

 

S

 

3,400

D

23.03

 

 

 

Common Stock

8/15/02

 

M

 

36,600

A

8.00

 

 

 

Common Stock

8/15/02

 

S

 

36,600

D

23.00

 

 

 

Common Stock

8/16/02

 

M

 

50,000

A

3.75

 

 

 

Common Stock

8/16/02

 

S

 

50,000

D

23.00

 

 

 

Common Stock

 

 

 

 

 

 

 

204,680

D

 

Common Stock

 

 

 

 

 

 

 

108,560

I

By 401(k) Plan

Common Stock

 

 

 

 

 

 

 

1,135,341

I

 (1)

Common Stock

 

 

 

 

 

 

 

1,500

I

 (2)

Common Stock

 

 

 

 

 

 

 

375,000

I

 (3)

Common Stock

 

 

 

 

 

 

 

375,000

I

 (4)

Common Stock

 

 

 

 

 

 

 

443,662

I

 (5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)(6)

10.92

08/12/02

 

M

 

 

45,000

05/13/94(7)

05/12/03

Common Stock

45,000

 

0

 

 

Employee Stock Option (Right to Buy)(8)

8.00

08/12/02

 

M

 

 

3,400

10/13/00(9)

10/12/05

Common Stock

3,400

 

96,600(10)

D

 

Employee Stock Option (Right to Buy)(11)

8.00

08/15/02

 

M

 

 

36,600

10/13/00(12)

10/12/05

Common Stock

36,600

 

60,000(13)

D

 

Employee Stock Option (Right to Buy)(14)

3.75

08/16/02

 

M

 

 

50,000

05/17/01(15)

05/16/10

Common Stock

50,000

 

315,000(16)

D

 

Explanation of Responses:

(1) The reporting person disclaims beneficial ownership of the shares of Common Stock held by the respective trust and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 or any other purpose./By the Marlon Family Trust.
(2) The reporting person disclaims beneficial ownership of the shares of Common Stock held by the respective trust and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 or any other purpose./By the AMRM Family Partners, Ltd..
(3) The reporting person disclaims beneficial ownership of the shares of Common Stock held by the respective trust and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 or any other purpose./By the Anthony M. Marlon Charitable Remainder Trust.
(4) The reporting person disclaims beneficial ownership of the shares of Common Stock held by the respective trust and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 or any other purpose./By the Renee Marlon Charitable Remainder Trust.
(5) The reporting person disclaims beneficial ownership of the shares of Common Stock held by the respective trust and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 or any other purpose./By the AMRM Family Trust.
(6) Exercise of options granted in consideration for services under the Company's 1986 Stock Option Plan, which meets the requirements of, and which transactions are exempted by, Rule 16b-3 and Rule 16b-6(b).
(7) Exercisable as to 20% on each of 5/13/94, 5/13/95, 5/13/96, 5/13/97 and 5/13/98.
(8) Exercise of options granted in consideration for services under the Company's 1995 Long-Term Incentive Plan, which meets the requirements of, and which transactions are exempted by, Rule 16b-3 and Rule 16b-6(b).
(9) Exercisable as to 20% on each of 10/13/00, 10/13/01, 10/13/02, 10/13/03 and 10/13/04.
(10) Exercisable as to 20% on each of 10/13/00, 10/13/01, 10/13/02, 10/13/03 and 10/13/04.
(11) Exercise of options granted in consideration for services under the Company's 1995 Long-Term Incentive Plan, which meets the requirements of, and which transactions are exempted by, Rule 16b-3 and Rule 16b-6(b).
(12) Exercisable as to 20% on each of 10/13/00, 10/13/01, 10/13/02, 10/13/03 and 10/13/04.
(13) Exercisable as to 20% on each of 10/13/00, 10/13/01, 10/13/02, 10/13/03 and 10/13/04.
(14) Exercise of options granted in consideration for services under the Company's 1995 Long-Term Incentive Plan, which meets the requirements of, and which transactions are exempted by, Rule 16b-3 and Rule 16b-6(b).
(15) Exercisable as to 20% on each of 5/17/01, 5/17/02, 5/17/03, 5/17/04, and 5/17/05.
(16) Exercisable as to 20% on each of 5/17/01, 5/17/02, 5/17/03, 5/17/04, and 5/17/05.
  By: /s/ Anthony M. Marlon, M.D.
              
**Signature of Reporting Person		 Oct. 8, 2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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