SEC Form 4 · accession 0000049071-16-000102

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, 2015

Accepted (ET)

Jan 5, 2016 · 9:45 am 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	—	—	—	60,655	D
Humana Common^F1	holding	—	—	—	3,983	I	See Footnote
Humana Common^F2	holding	—	—	—	1,356	I	See Footnote
Humana Common^F11	holding	—	—	—	6,522	I	See Footnote
Humana Common^F3	holding	—	—	—	1,341	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^F12	—	Dec 31, 2015	J	5	A	—	—	Humana Common	5	3,240	I
Options^F4	$88.6475	holding	—	—	—	—	Feb 23, 2019	Humana Common	15,121	15,121	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

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 (based on the value of Humana common stock) held for the benefit of reporting person as of December 31, 2015, 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 30, 2015.
F2Shares held in The Murray Family Partnership.
F3Shares held for the benefit of reporting person as of November 30, 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.