SEC Form 4 · accession 0000049071-17-000035
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P. LeClaire
Officer — SVP & Chief Information Off.
Period of report
Feb 18, 2017
Accepted (ET)
Feb 22, 2017 · 7:59 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 CommonF10 | Feb 18, 2017 | M | 7,889 | $0.00 | A | 25,734 | D | |
| Humana Common | Feb 18, 2017 | F | 3,202 | $205.325 | D | 22,532 | D | |
| Humana Common | Feb 22, 2017 | M | 2,254 | $72.84 | A | 24,786 | D | |
| Humana Common | Feb 22, 2017 | M | 7,450 | $102.155 | A | 32,236 | D | |
| Humana Common | Feb 22, 2017 | M | 4,921 | $167.805 | A | 37,157 | D | |
| Humana CommonF11 | Feb 22, 2017 | F | 974 | $204.66 | D | 36,183 | D | |
| Humana CommonF12 | Feb 22, 2017 | S | 26,894 | $205.236 | D | 9,289 | D | |
| Humana CommonF1 | holding | — | — | — | 134 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF2 | $72.84 | Feb 22, 2017 | M | 2,254 | D | — | Feb 20, 2020 | Humana Common | 2,254 | 0 | D |
| OptionsF3 | $102.155 | Feb 22, 2017 | M | 7,450 | D | — | Feb 18, 2021 | Humana Common | 7,450 | 0 | D |
| OptionsF5 | $167.805 | Feb 22, 2017 | M | 4,921 | D | — | Feb 18, 2023 | Humana Common | 4,921 | 9,843 | D |
| Restricted Stock UnitsF6,F7 | — | Feb 18, 2017 | M | 2,447 | D | — | — | Humana Common | 2,447 | 0 | D |
| OptionsF4 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 14,913 | 14,913 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Humana Common | 2,186 | 2,186 | D |
| Phantom Stock UnitsF9 | — | holding | — | — | — | — | — | Humana Common | 61 | 61 | I |
Explanation of responses
- F1Stock units held for the benefit of reporting person as of January 31, 2017 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).
- F10Includes both time based (2,447) and performance based (5,442) restricted stock units that vested on 2/18/17.
- F11Price indicated reflects the purchase price for shares exercised under the 2003 Plan using the Fair Market Value on 2/22/2017. The purchase price for shares exercised under the 2011 Plan was determined using the Fair Market Value on 2/21/2017 of $205.24.
- F12Shares sold at a prices ranging from $204.870 to $205.7650.
- F2Right 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.
- F3Right 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.
- F4Right 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.
- F5Right 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.
- F6Right 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).
- F7Restricted stock units granted to reporting person on 2/18/14, 100% of the award is vesting on 2/18/17.
- F8Restricted 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.
- F9Phantom Stock Units held for the benefit of reporting person as of January 31, 2017 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 fluctation due to changes in stock price.