SEC Form 4 · accession 0000049071-15-000050

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

Mar 11, 2015

Accepted (ET)

Mar 12, 2015 · 3:34 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000049071

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Humana Common^F13	Mar 11, 2015	S	30,942	$160.9177	D	63,708	D
Humana Common^F14	Mar 11, 2015	S	3,600	$160.7241	D	60,108	D
Humana Common^F15,F11	Mar 11, 2015	S	678	$161.1378	D	6,522	I	See Footnote
Humana Common^F1	holding	—	—		—	3,983	I	See Footnote
Humana Common^F2	holding	—	—		—	1,356	I	See Footnote
Humana Common^F3	holding	—	—		—	1,247	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
Options^F4	$88.6475	holding	—	—	—	—	Feb 23, 2019	Humana Common	16,249	16,249	D
Options^F5	$72.84	holding	—	—	—	—	Feb 20, 2020	Humana Common	13,868	13,868	D
Options^F6	$102.155	holding	—	—	—	—	Feb 18, 2021	Humana Common	24,584	24,584	D
Options^F7	$164.645	holding	—	—	—	—	Feb 24, 2022	Humana Common	32,538	32,538	D
Restricted Stock Units^F8,F9	—	holding	—	—	—	—	—	Humana Common	6,864	6,864	D
Restricted Stock Units^F8,F10	—	holding	—	—	—	—	—	Humana Common	5,384	5,384	D
Phantom Stock Units^F12	—	holding	—	—	—	—	—	Humana Common	2,515	2,515	I

Explanation of responses

F1Shares held by reporting person's spouse.
F10Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
F11Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
F12Phantom Stock Units held for the benefit of reporting person as of February 28, 2015 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.
F13Shares sold at prices ranging from $160.64- $161.33
F14Shares sold at prices ranging from $160.67- $160.90
F15Shares sold at prices ranging from $161.12- 161.1441
F2Shares held in The Murray Family Partnership.
F3Shares held for the benefit of reporting person as of February 28, 2015 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. Incentive and Non-Qualified stock options granted to reporting person on 02/23/12, vesting in three increments from 02/23/13 to 02/23/15.
F5Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive 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.
F6Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive 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.
F7Right to buy pursuant to 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.
F8Right 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).
F9Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.