SEC Form 4 · accession 0000049071-17-000180
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Kevin Fleming
Officer — President, Hlthcare Svc Sgmt
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 11:44 am 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 Common | Dec 15, 2017 | M | 1,865 | $0.00 | A | 9,546 | D | |
| Humana Common | Dec 15, 2017 | F | 923 | $253.62 | D | 8,623 | D | |
| Humana CommonF1 | holding | — | — | — | 116 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F7 | $0.00 | Dec 15, 2017 | M | 869 | D | — | — | Humana Common | 869 | 870 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Dec 15, 2017 | M | 996 | D | — | — | Humana Common | 996 | 3,717 | D |
| OptionsF2 | $164.645 | holding | — | — | — | — | Feb 24, 2022 | Humana Common | 7,627 | 7,627 | D |
| OptionsF3 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 12,015 | 12,015 | D |
| OptionsF4 | $217.415 | holding | — | — | — | — | Mar 8, 2024 | Humana Common | 20,497 | 20,497 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | holding | — | — | — | — | — | Humana Common | 3,341 | 3,341 | D |
| Phantom Stock UnitsF9 | — | holding | — | — | — | — | — | Humana Common | 23 | 23 | I |
Explanation of responses
- F1Shares held for the benefit of reporting person as of November 30, 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. Non-Qualified stock options granted to reporting person on 02/24/2015, vesting in three increments from 02/24/2016 to 02/24/2018.
- F3Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019.
- F4Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 12,998 options vesting in three annual increments, and 7,499 options fully vest three years from the date of grant.
- 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 02/24/15, 100% of the award is vesting on 02/24/2018.
- F7Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/2017 and 12/15/2018.
- F8Restricted stock units granted to reporting person on 03/08/17, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,724 shares fully vest three years from the date of grant.
- F9Phantom Stock Units held for the benefit of reporting person as of November 30, 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.