Statement of Changes in Beneficial Ownership (4)
February 23 2022 - 4:44PM
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).
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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
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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
*
Diamond Susan M |
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC
[
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) Chief Financial Officer |
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2022 |
(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 | | | | | | | | 2882 | D | |
Humana Common | | | | | | | | 2139 | 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) | $350.7875 | | | | | | | (2) | 2/24/2027 | Humana Common | 4298 | | 4298 | D | |
Options (3) | $376.61 | | | | | | | (3) | 2/22/2028 | Humana Common | 4524 | | 4524 | D | |
Options (4) | $428.6767 | | | | | | | (4) | 8/1/2028 | Humana Common | 3793 | | 3793 | D | |
Options (5) | $425.055 | 2/21/2022 | | A | | 5562 | | (5) | 2/21/2029 | Humana Common | 5562 | $0 | 5562 | D | |
Restricted Stock Units (6) | (6) | | | | | | | (7) | (7) | Humana Common | 1023 | | 1023 | D | |
Restricted Stock Units (6) | (6) | | | | | | | (8) | (8) | Humana Common | 291 | | 291 | D | |
Restricted Stock Units (6) | (6) | | | | | | | (9) | (9) | Humana Common | 285 | | 285 | D | |
Restricted Stock Units (6) | (6) | | | | | | | (10) | (10) | Humana Common | 733 | | 733 | D | |
Restricted Stock Units (6) | (6) | | | | | | | (11) | (11) | Humana Common | 933 | | 933 | D | |
Restricted Stock Units (6) | (6) | 2/21/2022 | | A | | 1535 | | (12) | (12) | Humana Common | 1535 | $0 | 1535 | D | |
Phantom Stock Units (13) | (13) | | | | | | | (13) | (13) | Humana Common | 271 | | 271 | I | See Footnote. (13) |
Explanation of Responses: |
(1) | Shares held for the benefit of the reporting person as of January 31, 2022 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 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. |
(3) | Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24. |
(4) | Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 8/1/2021, vesting in three annual increments from 8/1/22 to 8/1/24. |
(5) | Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25. |
(6) | 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). |
(7) | Restricted stock units granted to reporting person on 06/01/19, 100% of the award is vesting on 6/1/22. |
(8) | Restricted stock units granted to reporting person on 07/01/19, 33% of the award is vesting on 07/01/20, 07/01/21, and 07/01/22. |
(9) | 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. |
(10) | Restricted stock units granted to reporting person on 02/22/2021, 33% of the award is vesting on 12/15/21, 12/15/22, and 12/15/23. |
(11) | Restricted stock units granted to reporting person on 08/1/2021, 33% of the award is vesting on 8/1/22, 8/1/23, and 8/1/24. |
(12) | Restricted stock units granted to reporting person on 02/21/2022, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24. |
(13) | Phantom Stock Units held for the benefit of reporting person as of January 31, 2022 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Diamond Susan M HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
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| Chief Financial Officer |
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Signatures
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Susan M. Diamond | | 2/23/2022 |
**Signature of Reporting Person | Date |
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). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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