UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
8-K
_________________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): January 18, 2007
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SIERRA
HEALTH SERVICES, INC.
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____________________________________________
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(Exact
name of registrant as specified in its charter)
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Nevada
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1-8865
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88-0200415
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2724
North Tenaya Way
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Las
Vegas, Nevada 89128
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(Address
of principal executive offices including zip code)
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(702)
242-7000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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____________________________________________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any
of the following provisions (see General Instruction A.2.
below):
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[
]
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under
the
Exchange Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under
the
Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
On
January 18, 2007, Sierra Health Services, Inc., ("Sierra"), entered into
a
privately negotiated transaction with a holder of Sierra’s 2¼% Senior
Convertible Debentures due 2023 (the “Debentures”) pursuant to which the holder
converted the Debentures they owned into Sierra common stock, par value $.005
per share (“Common Stock”), in accordance with the indenture governing the
debentures. The holder converted $21,720,000 aggregate principal amount of
the
Debentures and, upon such conversion, received (i) 2,375,069 shares of Common
Stock and (ii) $601,373 in cash for accrued and prepaid interest.
The
shares of Common Stock were issued in reliance upon the exemption from
registration provided in Section 3(a)(9) of the Securities Act of 1933, as
amended. No commission or other remuneration was paid or given directly or
indirectly for soliciting the transaction.
SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SIERRA
HEALTH SERVICES, INC.
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(Registrant)
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Date:
January 18, 2007
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/S/
MARC R. BRIGGS
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Marc
R. Briggs
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Vice
President Finance
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Chief
Accounting Officer
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