SEC Form 4 · accession 0000049071-16-000134
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia H Zipperle
Officer — Vice President, CAO,Controller
Period of report
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 3:58 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 | holding | — | — | — | 3,441 | D | ||
| Humana CommonF7 | holding | — | — | — | 885 | 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 UnitsF8,F9 | — | Mar 14, 2016 | J | 9 | A | — | — | Humana Common | 9 | 235 | I |
| OptionsF1 | $44.955 | holding | — | — | — | — | Apr 20, 2017 | Humana Common | 4,213 | 4,213 | D |
| OptionsF2 | $67.4825 | holding | — | — | — | — | Dec 13, 2019 | Humana Common | 1,196 | 1,196 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Humana Common | 1,224 | 1,224 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Humana Common | 1,063 | 1,063 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | — | — | Humana Common | 2,384 | 2,384 | D |
Explanation of responses
- F1Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 04/20/10, vesting in three increments from 04/20/11 to 04/20/13.
- F2Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 12/13/12, vesting in three increments from 12/13/13 to 12/13/15.
- F3Right 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).
- F4Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
- F5Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.
- F6Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.
- F7Shares held for the benefit of reporting person as of January 31, 2016 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).
- F8Phantom Stock Units held for the benefit of reporting person as of March 14, 2016 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.
- F9Transaction reported reflects 9 shares acquired through annual funding for the 2015 plan year. The amount of shares purchased was determined using the closing price of Humana stock on March 11, 2016.