SEC Form 4 · accession 0000049071-18-000043
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M Todoroff Christopher
Officer — Chief Legal Officer
Period of report
Feb 24, 2018
Accepted (ET)
Feb 27, 2018 · 6:38 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 CommonF12 | Feb 24, 2018 | M | 4,472 | $0.00 | A | 13,447 | D | |
| Humana Common | Feb 24, 2018 | F | 1,575 | $269.31 | D | 11,872 | D | |
| Humana Common | Feb 27, 2018 | M | 7,005 | $164.645 | A | 18,877 | D | |
| Humana Common | Feb 27, 2018 | M | 6,935 | $167.805 | A | 25,812 | D | |
| Humana CommonF13 | Feb 27, 2018 | S | 16,389 | $273.3724 | D | 9,423 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF1,F8 | $164.645 | Feb 27, 2018 | M | 7,005 | D | — | Feb 24, 2022 | Humana Common | 7,005 | 0 | D |
| OptionsF2,F8 | $167.805 | Feb 27, 2018 | M | 6,935 | D | — | Feb 18, 2023 | Humana Common | 6,935 | 6,935 | D |
| OptionsF3 | $217.415 | holding | — | — | — | — | Mar 8, 2024 | Humana Common | 15,498 | 15,498 | D |
| OptionsF4 | $239.12 | holding | — | — | — | — | Jun 28, 2024 | Humana Common | 7,366 | 7,366 | D |
| OptionsF5 | $268.47 | holding | — | — | — | — | Feb 19, 2025 | Humana Common | 6,221 | 6,221 | D |
| Restricted Stock UnitsF6,F8,F7 | — | holding | — | — | — | — | — | Humana Common | 1,540 | 1,540 | D |
| Restricted Stock UnitsF6,F9 | — | holding | — | — | — | — | — | Humana Common | 2,377 | 2,377 | D |
| Restricted Stock UnitsF6,F10 | — | holding | — | — | — | — | — | Humana Common | 1,620 | 1,620 | D |
| Restricted Stock UnitsF6,F11 | — | holding | — | — | — | — | — | Humana Common | 1,443 | 1,443 | 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.
- F10Restricted stock units granted to reporting person on 06/28/17, 100% of the award is vesting on 06/28/20.
- F11Restricted 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.
- F12Includes Performance Stock Units that vested on 2/24/2018.
- F13Shares sold from prices ranging from $273.10422 to $275.75. Price reported is weighted avg sales price.
- 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 06/28/2017, 100% of the award is vesting on 06/28/20
- F5Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/18, vesting in three increments from 02/19/19 to 02/19/21.
- F6Right 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).
- F7Restricted 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.
- F8Reporting 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.
- F9Restricted stock units granted to reporting person on 03/08/2017, 33% of the award is vesting on 12/15/17, 12/15/18, and 12/15/19.