Statement of Changes in Beneficial Ownership (4)
February 25 2020 - 4:22PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Kane Brian A |
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC
[
HUM
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
|
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2020 |
|
(Street)
LOUISVILLE, KY 40202
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
| Humana Common | 2/21/2020 | | M | | 1821 | A | $164.645 | 24088 | D |
|
| Humana Common | 2/21/2020 | | F | | 809 (13) | D | $370.67 | 23279 | D |
|
| Humana Common | 2/21/2020 | | M | | 595 | A | $167.805 | 23874 | D |
|
| Humana Common | 2/21/2020 | | F | | 270 (13) | D | $370.67 | 23604 | D |
|
| Humana Common | 2/21/2020 | | M | | 19193 | A | $164.645 | 42797 | D |
|
| Humana Common | 2/21/2020 | | F | | 8526 (13) | D | $370.67 | 34271 | D |
|
| Humana Common | 2/21/2020 | | F | | 4478 (14) | D | $367.3875 | 29793 | D |
|
| Humana Common | 2/21/2020 | | M | | 20209 | A | $167.805 | 50002 | D |
|
| Humana Common | 2/21/2020 | | F | | 9149 (13) | D | $370.67 | 40853 | D |
|
| Humana Common | 2/21/2020 | | F | | 5063 (14) | D | $367.3875 | 35790 | D |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Options (1) | $164.645 | 2/21/2020 | | M | | | 21014 | (1) | 2/24/2022 | Humana Common | 21014 | $0 | 0 | D |
|
| Options (2) | $167.805 | 2/21/2020 | | M | | | 20804 | (2) | 2/18/2023 | Humana Common | 20804 | $0 | 0 | D |
|
| Options (3) | $217.415 | | | | | | | (3) | 3/8/2024 | Humana Common | 29995 | | 29995 | D |
|
| Options (4) | $268.47 | | | | | | | (4) | 2/19/2025 | Humana Common | 12041 | | 12041 | D |
|
| Options (5) | $307.965 | | | | | | | (5) | 2/25/2026 | Humana Common | 11674 | | 11674 | D |
|
| Options (6) | $350.7875 | 2/24/2020 | | A | | 12535 | | (6) | 2/24/2027 | Humana Common | 12535 | $0 | 12535 | D |
|
| Restricted Stock Units (7) | (7) | | | | | | | (9) | (9) | Humana Common | 2299 | | 2299 | D |
|
| Restricted Stock Units (7) | (7) | | | | | | | (10) | (10) | Humana Common | 932 | | 932 | D |
|
| Restricted Stock Units (7) | (7) | | | | | | | (11) | (11) | Humana Common | 1759 | | 1759 | D |
|
| Restricted Stock Units (8) | (8) | 2/24/2020 | | A | | 2494 | | (12) | (12) | Humana Common | 2494 | $0 | 2494 | D |
|
| Explanation of Responses: |
| (1) | Right to buy pursuant to the Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to Reporting Person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18. |
| (2) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19. |
| (3) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 19,997 options vesting in three annual increments, and 9,998 options fully vest three years from the date of grant. |
| (4) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/18, vesting in three increments from 02/19/19 to 02/19/21. |
| (5) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/19, vesting in three increments from 02/25/20 to 02/25/22. |
| (6) | Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23. |
| (7) | Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3). |
| (8) | Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3). |
| (9) | Restricted stock units granted to reporting person on 03/08/2017, 4,599 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 2,299 shares fully vest three years from the date of grant. |
| (10) | Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19, and 12/15/20. |
| (11) | Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20, and 12/15/21. |
| (12) | Restricted stock units granted to reporting person on 02/24/2020, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22. |
| (13) | Shares swapped for payment of purchase price on stock option exercise using fair market value on February 20, 2020 pursuant to Humana Inc's 2011 Stock Incentive Plan. |
| (14) | Shares withheld for payment of taxes on stock option exercise using fair market value on February 21, 2020 pursuant to Humana Inc's 2011 Stock Incentive Plan. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kane Brian A
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202 |
|
| Chief Financial Officer |
|
Signatures
|
| Brian A. Kane | | 2/25/2020 |
| **Signature of Reporting Person | Date |
Humana (NYSE:HUM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Humana (NYSE:HUM)
Historical Stock Chart
From Jul 2023 to Jul 2024
