SEC Form 4 · accession 0000049071-17-000079
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
Mar 8, 2017
Accepted (ET)
Mar 10, 2017 · 5:45 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 CommonF7 | holding | — | — | — | 9,992 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF3 | $217.415 | Mar 8, 2017 | A | 15,498 | A | — | Mar 8, 2024 | Humana Common | 15,498 | 15,498 | D |
| Restricted Stock UnitsF4,F8 | — | Mar 8, 2017 | A | 3,564 | A | — | — | Humana Common | 3,564 | 3,564 | D |
| OptionsF1,F6 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 21,014 | 21,014 | D |
| OptionsF2,F6 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 20,804 | 20,804 | D |
| Restricted Stock UnitsF4,F6,F5 | — | holding | — | — | — | — | — | Humana Common | 3,079 | 3,079 | D |
Explanation of responses
- F1Right 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.
- F2Right 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.
- F3Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017, vesting in three annual increments.
- F4Right 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).
- F5Restricted 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.
- F6Reporting Person disclaims Beneficial Ownership of one-half of each option or restricted stock unit held as of December 2016 pursuant to Divorce Decree, exempt under Rule 16a-12.
- F7Reporting person tranferred a total of 3,692 shares of direct ownership (3,004 shares on March 1, 2017 and 688 shares on March 3, 2017) 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).
- F8Restricted stock units granted to reporting person on 03/08/2017, vesting in three annual increments.