Statement of Changes in Beneficial Ownership (4)
November 06 2020 - 12:11PM
Edgar (US Regulatory)
FORM 4
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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
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Fleming William Kevin |
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC
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HUM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Seg Pres, Clin & Phm Solutions |
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(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/4/2020 |
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(Street)
LOUISVILLE, KY 40202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Humana Common | 11/4/2020 | | M | | 459 | A | $217.415 | 7628 | D |
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| Humana Common | 11/4/2020 | | F | | 238 (14) | D | $420.0525 | 7390 | D |
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| Humana Common | 11/4/2020 | | M | | 918 | A | $217.415 | 8308 | D |
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| Humana Common | 11/4/2020 | | F | | 476 (14) | D | $420.0525 | 7832 | D |
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| Humana Common | 11/4/2020 | | M | | 4333 | A | $217.415 | 12165 | D |
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| Humana Common | 11/4/2020 | | M | | 7040 | A | $217.415 | 19205 | D |
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| Humana Common | 11/4/2020 | | S | | 11373 | D | $451.7078 (17) | 7832 | D |
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| Humana Common | 11/5/2020 | | G | | 542 (15) | D | $0 | 7290 | D |
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| Humana Common | 6/30/2020 | | G | | 1330 (16) | D | $0 | 5960 | D |
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| Humana Common | | | | | | | | 117 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (2) | $217.415 | 11/4/2020 | | M | | | 12750 | (2) | 3/8/2024 | Humana Common | 12750 | $0 | 0 | D |
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| Options (3) | $268.47 | | | | | | | (3) | 2/19/2025 | Humana Common | 6623 | | 6623 | D |
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| Options (4) | $271.14 | | | | | | | (4) | 3/1/2025 | Humana Common | 1391 | | 1391 | D |
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| Options (5) | $307.965 | | | | | | | (5) | 2/25/2026 | Humana Common | 7184 | | 7184 | D |
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| Options (6) | $350.7875 | | | | | | | (6) | 2/24/2027 | Humana Common | 6446 | | 6446 | D |
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| Restricted Stock Units (7) | (7) | | | | | | | (9) | (9) | Humana Common | 513 | | 513 | D |
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| Restricted Stock Units (7) | (7) | | | | | | | (10) | (10) | Humana Common | 108 | | 108 | D |
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| Restricted Stock Units (7) | (7) | | | | | | | (11) | (11) | Humana Common | 1083 | | 1083 | D |
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| Restricted Stock Units (8) | (8) | | | | | | | (12) | (12) | Humana Common | 1283 | | 1283 | D |
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| Phantom Stock Units | (13) | | | | | | | (13) | (13) | Humana Common | 23 | | 23 | I | See Footnote (13) |
| Explanation of Responses: |
| (1) | Shares held for the benefit of reporting person as of October 31, 2020 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c). |
| (2) | 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. 12,998 options vesting in three annual increments, and 7,499 options fully vest three years from the date of grant. |
| (3) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 2/19/19 to 2/19/21. |
| (4) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 3/1/19 to 3/1/21. |
| (5) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22. |
| (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 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20. |
| (10) | Restricted stock units granted to reporting person on 03/1/18, 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 2/25/19, 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) | Phantom Stock Units held for the benefit of reporting person as of October 31, 2020 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price. |
| (14) | Shares swapped for the payment of purchase price on stock option exercise using fair market value on November 3, 2020 pursuant to Humana Inc.'s 2011 Stock Incentive Plan. |
| (15) | Shares represent a charitable gift/donation, effective November 5, 2020, in which no value was received in return. |
| (16) | Shares represent a charitable gift/donation, effective June 30, 2020, in which no value was received in return. |
| (17) | Shares sold at prices ranging from $450.00 to $454.515. Price reported is weighted average sales price. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fleming William Kevin
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202 |
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| Seg Pres, Clin & Phm Solutions |
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Signatures
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| William K. Fleming | | 11/6/2020 |
| **Signature of Reporting Person | Date |
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