SEC Form 4 · accession 0000049071-17-000037
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M Todoroff Christopher
Officer — Sr. VP and General Counsel
Period of report
Feb 18, 2017
Accepted (ET)
Feb 22, 2017 · 8:09 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,F9 | Feb 18, 2017 | M | 10,651 | $0.00 | A | 23,675 | D | |
| Humana Common | Feb 18, 2017 | F | 4,644 | $205.325 | D | 19,031 | D | |
| Humana Common | Feb 21, 2017 | M | 15,086 | $102.155 | A | 34,117 | D | |
| Humana Common | Feb 21, 2017 | M | 4,861 | $72.84 | A | 38,978 | D | |
| Humana Common | Feb 21, 2017 | F | 487 | $205.24 | D | 38,491 | D | |
| Humana CommonF11 | Feb 21, 2017 | S | 24,140 | $205.3252 | D | 14,351 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF1,F8 | $72.84 | Feb 21, 2017 | M | 4,861 | D | — | Feb 20, 2020 | Humana Common | 4,681 | 0 | D |
| OptionsF2,F8 | $102.155 | Feb 21, 2017 | M | 15,086 | D | — | Feb 18, 2021 | Humana Common | 15,086 | 0 | D |
| Restricted Stock UnitsF5,F8,F6 | — | Feb 18, 2017 | M | 3,304 | D | — | — | Humana Common | 3,304 | 0 | D |
| OptionsF3,F8 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 21,014 | 21,014 | D |
| OptionsF4,F8 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 20,804 | 20,804 | D |
| Restricted Stock UnitsF5,F8,F7 | — | holding | — | — | — | — | — | Humana Common | 3,079 | 3,079 | D |
Explanation of responses
- F1Right 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.
- F10Includes both time based (3,304) and performance based (7,347) restricted stock units that vested on 2/18/17.
- F11Shares sold at prices ranging from $205.00 to $206.261.
- F2Right 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.
- F3Right 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.
- F4Right 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.
- F5Right 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).
- F6Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
- F7Restricted 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.
- F8Reporting Person disclaims Beneficial Ownership of one-half of each option or restricted stock unit held as of December 2016 pursuant to Divorce Decree, except under Rule 16a-12.
- F9On December 21, 2016 reporting person tranferred 383 shares of direct ownership pursuant to a Domestic Relations Order signed on November 17, 2016. Reporting person was afforded a filing exemption under Rule 16a-12, which extends to securities transferred pursuant to a Domestic Relations Order, pursuant to IRC Section 414(p)(1)(B).