SEC Form 4 · accession 0000049071-17-000038
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
Feb 18, 2017
Accepted (ET)
Feb 22, 2017 · 9:06 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 CommonF13 | Feb 18, 2017 | M | 17,357 | $0.00 | A | 76,798 | D | |
| Humana Common | Feb 18, 2017 | F | 7,834 | $205.325 | D | 68,964 | D | |
| Humana Common | Feb 21, 2017 | M | 24,584 | $102.155 | A | 93,548 | D | |
| Humana Common | Feb 21, 2017 | M | 10,846 | $164.645 | A | 104,394 | D | |
| Humana Common | Feb 21, 2017 | M | 10,737 | $167.805 | A | 115,131 | D | |
| Humana Common | Feb 21, 2017 | F | 487 | $205.325 | D | 114,644 | D | |
| Humana CommonF14 | Feb 21, 2017 | S | 45,189 | $205.0872 | D | 69,455 | D | |
| Humana CommonF15 | Feb 22, 2017 | S | 9,523 | $204.6851 | D | 59,932 | D | |
| Humana CommonF21 | Feb 21, 2017 | S | 25,143 | $205.397 | D | 34,789 | D | |
| Humana CommonF17,F12 | Feb 21, 2017 | S | 14,855 | $205.483 | D | 12,407 | I | See Footnote |
| Humana CommonF18,F1 | Feb 21, 2017 | S | 3,983 | $205.559 | D | 0 | I | See Footnote |
| Humana CommonF19,F2 | Feb 21, 2017 | S | 1,356 | $205.621 | D | 0 | I | See Footnote |
| Humana CommonF19,F2 | Feb 21, 2017 | S | 6,522 | $205.621 | D | 0 | I | See Footnote |
| Humana CommonF20,F10,F16 | Feb 21, 2017 | S | 16,000 | $205.442 | D | 10,838 | I | See Footnote |
| Humana CommonF22,F3 | Feb 22, 2017 | J | 1,685 | $205.34 | D | 0 | 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 | $102.155 | Feb 21, 2017 | M | 24,584 | D | — | Feb 18, 2021 | Humana Common | 24,584 | 0 | D |
| OptionsF5 | $164.645 | Feb 21, 2017 | M | 10,846 | D | — | Feb 24, 2022 | Humana Common | 10,846 | 21,692 | D |
| OptionsF6 | $167.805 | Feb 21, 2017 | M | 10,737 | D | — | Feb 18, 2023 | Humana Common | 10,737 | 21,475 | D |
| Restricted Stock UnitsF7,F8 | — | Feb 18, 2017 | M | 5,384 | D | — | — | Humana Common | 5,384 | 0 | D |
| Phantom Stock UnitsF11,F22 | — | Feb 22, 2017 | J | 3,808 | D | — | — | Humana Common | 3,808 | 0 | I |
| Restricted Stock UnitsF7,F9 | — | holding | — | — | — | — | — | Humana Common | 4,768 | 4,768 | D |
Explanation of responses
- F1Shares held by reporting person's spouse.
- F10Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
- F11Phantom Stock Units (based on the value of Humana common stock) held for the benefit of reporting person as of January 31, 2017, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.
- F12Shares held in October 2016 GRAT.
- F13Includes both time based (5,384) and performance based (11,973) restricted stock units that vested on 2/18/17.
- F14Shares sold at a prices ranging from $204.63 to $205.54.
- F15Shares sold at a prices ranging from $204.31 to $204.89.
- F16Shares held in October 2015 GRAT.
- F17Shares sold at a prices ranging from $204.67 to $205.94.
- F18Shares sold at a prices ranging from $205.46 to $205.99.
- F19Shares sold at a prices ranging from $205.37 to $205.96.
- F2Shares held in The Murray Family Partnership.
- F20Shares sold at a prices ranging from $204.67 to $205.94.
- F21Shares sold at a prices ranging from $204.75 to $206.00.
- F22Shares sold at closing price on 2/21/2017.
- F3Shares held for the benefit of reporting person as of January 31, 2017 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 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.
- F5Right 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.
- F6Right 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.
- F7Right 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).
- F8Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
- F9Restricted 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.