SEC Form 4 · accession 0000049071-18-000039
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia H Zipperle
Officer — SVP, Chief Accounting Officer
Period of report
Feb 24, 2018
Accepted (ET)
Feb 27, 2018 · 6:32 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 | Feb 24, 2018 | M | 2,073 | $0.00 | A | 6,575 | D | |
| Humana Common | Feb 24, 2018 | F | 689 | $269.31 | D | 5,886 | D | |
| Humana CommonF1 | holding | — | — | — | 890 | 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 UnitsF3,F4 | — | Feb 24, 2018 | M | 1,063 | D | — | — | Humana Common | 1,063 | 0 | D |
| OptionsF2 | $67.4825 | holding | — | — | — | — | Dec 13, 2019 | Humana Common | 1,196 | 1,196 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Humana Common | 795 | 795 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | — | — | Humana Common | 2,602 | 2,602 | D |
| Restricted Stock UnitsF3,F7 | — | holding | — | — | — | — | — | Humana Common | 903 | 903 | D |
| Restricted Stock UnitsF3,F8 | — | holding | — | — | — | — | — | Humana Common | 745 | 745 | D |
| Phantom Stock UnitsF9 | — | holding | — | — | — | — | — | Humana Common | 243 | 243 | I |
Explanation of responses
- F1Shares held for the benefit of reporting person as of January 31, 2018 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).
- F10Includes both time (1,063) and peformance (1,010) based stock units that vested on 2/24/18.
- F2Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 12/13/12, vesting in three increments from 12/13/13 to 12/13/15.
- F3Right 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).
- F4Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.
- 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.
- F6Restricted stock units granted to reporting person on 03/08/2017, 2,230 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,115 shares fully vest three years from the date of grant.
- F7Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19, and 12/15/20.
- F8Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.
- F9Phantom Stock Units held for the benefit of reporting person as of January 31, 2018 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.