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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * GUNNELL CASEY   2. Issuer Name and Ticker or Trading Symbol METROPOLITAN HEALTH NETWORKS INC [MDF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Director (Last) (First) (Middle) 777 YAMATO ROAD, SUITE 510 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2012 (Street) BOCA RATON, FL 33431 4. If Amendment, Date Original Filed(Month/Day/Year) 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 12/21/2012   D   37,232 (1) (2) D $ 11.25 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Employee Stock Options (Right to Buy)

$ 3.04

12/21/2012

D

5,989

(3)

04/26/2020

Common Stock

5,989

$ 8.21

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GUNNELL CASEY 777 YAMATO ROAD, SUITE 510 BOCA RATON, FL 33431				Former Director

Signatures

/s/ Casey Gunnell		12/24/2012
**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)	On December 21, 2012, Metropolitan Health Networks, Inc. (the "Issuer") merged with and into Miner Acquisition Subsidiary, Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Humana Inc. ("Humana"), pursuant to the Agreement and Plan of Merger, dated November 3, 2012, by and among the Issuer, Humana and Merger Subsidiary. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common stock (other than shares of Common Stock owned by Metropolitan, Humana or Merger Subsidiary or any of their respective subsidiaries) was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes.
(2)	Includes 9,069 restricted shares of the Issuer's common stock. Pursuant to the Merger Agreement, each outstanding restricted share of the Issuer's Common Stock became fully vested and, at the effective time of the Merger, was converted into the right to receive an amount in cash equal to $11.25, without interest and less any required withholding taxes.
(3)	Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock became fully vested and exercisable and, at the effective time of the Merger, was cancelled in exchange for the right to receive an amount in cash equal to $11.25 less the per share exercise price of the option, without interest and less any required withholding taxes.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.