SEC Form 4 · accession 0000049071-16-000186
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 1, 2016
Accepted (ET)
Dec 2, 2016 · 5:36 pm EST
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 | Dec 1, 2016 | M | 15,121 | $88.6475 | A | 63,813 | D | |
| Humana Common | Dec 1, 2016 | M | 13,868 | $72.84 | A | 77,681 | D | |
| Humana Common | Dec 1, 2016 | F | 19,443 | $214.17 | D | 58,238 | D | |
| Humana CommonF14 | holding | — | — | — | 27,262 | I | See Footnote | |
| Humana CommonF1 | holding | — | — | — | 3,983 | I | See Footnote | |
| Humana CommonF2 | holding | — | — | — | 1,356 | I | See Footnote | |
| Humana CommonF12 | holding | — | — | — | 6,522 | I | See Footnote | |
| Humana CommonF3 | holding | — | — | — | 1,598 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF4 | $88.6475 | Dec 1, 2016 | M | 15,121 | D | — | Feb 23, 2019 | Humana Common | 15,121 | 0 | D |
| OptionsF5 | $72.84 | Dec 1, 2016 | M | 13,868 | D | — | Feb 20, 2020 | Humana Common | 13,868 | 0 | D |
| OptionsF6 | $102.155 | holding | — | — | — | — | Feb 18, 2021 | Humana Common | 24,584 | 24,584 | D |
| OptionsF7 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 32,538 | 32,538 | D |
| OptionsF8 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 32,212 | 32,212 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | — | Humana Common | 5,384 | 5,384 | D |
| Restriced Stock UnitsF9,F11 | — | holding | — | — | — | — | — | Humana Common | 7,151 | 7,151 | D |
| Phantom Stock UnitsF13 | — | holding | — | — | — | — | — | Humana Common | 3,802 | 3,802 | 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.
- F11Restricted 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.
- F12Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
- F13Phantom Stock Units (based on the value of Humana common stock) held for the benefit of reporting person as of November 30, 2016, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.
- F14Shares held in October 2016 GRAT.
- F2Shares held in The Murray Family Partnership.
- F3Shares held for the benefit of reporting person as of November 30, 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).
- 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.
- F9Right 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).