SEC Form 4 · accession 0000049071-15-000010

HUMANA INC · HUM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James E Murray

Officer — EVP & COO

Period of report

Dec 31, 2014

Accepted (ET)

Jan 5, 2015 · 5:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000049071

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Humana Common	holding	—	—	—	88,795	D
Humana Common^F1	holding	—	—	—	3,983	I	See Footnote
Humana Common^F2	holding	—	—	—	1,356	I	See Footnote
Humana Common^F15	holding	—	—	—	7,200	I	See Footnote
Humana Common^F3	holding	—	—	—	1,059	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock Units^F16	—	Dec 31, 2014	J	4	A	—	—	Humana Common	4	2,523	I
Options^F4,F6	$88.6475	holding	—	—	—	—	Feb 23, 2019	Humana Common	16,249	16,249	D
Options^F4,F7	$72.84	holding	—	—	—	—	Feb 20, 2020	Humana Common	13,868	13,868	D
Options^F5,F8	$102.155	holding	—	—	—	—	Feb 18, 2021	Humana Common	24,584	24,584	D
Restricted Stock Units^F9,F11,F12	—	holding	—	—	—	—	—	Humana Common	9,476	9,476	D
Restricted Stock Units^F10,F11,F13	—	holding	—	—	—	—	—	Humana Common	6,864	6,864	D
Restricted Stock Units^F10,F11,F14	—	holding	—	—	—	—	—	Humana Common	5,384	5,384	D

Explanation of responses

F1Shares held by reporting person's spouse.
F10Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.
F11Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).
F12Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.
F13Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.
F14Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
F15Transfer of Shares from Family Partnership to Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
F16Phantom Stock Units held for the benefit of reporting person as of December 31, 2014 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. Transaction reported reflects shares acquired for a quarterly allocation of dividend equivalents, allocated the last business day of the quarter. The amount of shares purchased was determined using the closing price of Humana stock on the dividend payable date of October 31, 2014.
F2Shares held in The Murray Family Partnership.
F3Shares held for the benefit of reporting person as of November 30, 2014 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).
F4Right to buy pursuant to Company's 2003 Stock Incentive Plan.
F5Right to buy pursuant to Company's 2011 Stock Incentive Plan.
F6Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/23/13 to 2/23/15.
F7Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.
F8Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.
F9Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.