SEC Form 4 · accession 0000049071-17-000090
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
Mar 30, 2017
Accepted (ET)
Apr 3, 2017 · 5:05 pm EDT
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 | Mar 30, 2017 | G | 121 | $0.00 | D | 34,668 | D | |
| Humana CommonF6 | holding | — | — | — | 2,940 | I | See Footnote | |
| Humana CommonF1 | holding | — | — | — | 29 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF7 | — | Mar 31, 2017 | J | 5 | A | — | — | Humana Common | 5 | 205 | I |
| OptionsF2,F8 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 10,846 | 10,846 | D |
| OptionsF3,F8 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 21,475 | 21,475 | D |
| Restricted Stock UnitsF4,F5,F8 | — | holding | — | — | — | — | — | Humana Common | 4,768 | 4,768 | D |
Explanation of responses
- F1Shares held for the benefit of reporting person as of February 28, 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).
- F2Right 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.
- F3Right 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.
- 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.
- F6Shares held in October 2015 GRAT.
- F7Phantom Stock Units held for the benefit of reporting person as of March 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 fluctuation due to changes in stock price.
- F8Any unvested equity will be cancelled as of March 31, 2017 per the Voluntary Release and Separation Agreement signed by Mr. Murray, as filed in the Company's 8-K.