SEC Form 4 · accession 0000049071-18-000044
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P. LeClaire
Officer — Chief Information Officer
Period of report
Feb 24, 2018
Accepted (ET)
Feb 27, 2018 · 6:39 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 CommonF11 | Feb 24, 2018 | M | 3,174 | $0.00 | A | 13,062 | D | |
| Humana Common | Feb 24, 2018 | F | 1,040 | $269.31 | D | 12,022 | D | |
| Humana Common | Feb 26, 2018 | M | 4,971 | $164.645 | A | 16,993 | D | |
| Humana CommonF12 | Feb 26, 2018 | F | 372 | $269.31 | D | 16,621 | D | |
| Humana Common | Feb 26, 2018 | M | 4,921 | $167.805 | A | 21,542 | D | |
| Humana CommonF13 | Feb 26, 2018 | S | 12,719 | $274.6785 | D | 8,823 | D | |
| Humana CommonF14 | Feb 27, 2018 | G | 120 | $0.00 | D | 8,703 | D | |
| Humana CommonF1 | holding | — | — | — | 134 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF2,F15 | $164.645 | Feb 26, 2018 | M | 4,971 | D | — | Feb 24, 2022 | Humana Common | 4,971 | 0 | D |
| OptionsF3 | $167.805 | Feb 26, 2018 | M | 4,921 | D | — | Feb 18, 2023 | Humana Common | 4,921 | 4,922 | D |
| OptionsF4 | $217.415 | holding | — | — | — | — | Mar 8, 2024 | Humana Common | 23,247 | 23,247 | D |
| OptionsF5 | $268.47 | holding | — | — | — | — | Feb 19, 2025 | Humana Common | 6,221 | 6,221 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Humana Common | 1,093 | 1,093 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Humana Common | 4,159 | 4,159 | D |
| Restricted Stock UnitsF6,F9 | — | holding | — | — | — | — | — | Humana Common | 1,443 | 1,443 | D |
| Phantom Stock UnitsF10 | — | holding | — | — | — | — | — | Humana Common | 61 | 61 | I |
Explanation of responses
- F1Stock units held for the benefit of reporting person as of January 31, 2018 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).
- F10Phantom 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 fluctation due to changes in stock price.
- F11Includes Performance Stock Units that vested on 2/24/18.
- F12Shares swapped for payment of purchase price on incentive stock option exercise using fair market value on February 23, 2018 pursuant to Humana Inc's 2011 Stock Incentive Plan.
- F13Shares sold at prices ranging from $274.31 to $274.986. Price reported is weighted average sales price.
- F14This transaction represents a gift/charitable donation effective February 27, 2018. This is not a market transaction and no value was received in return for the shares.
- F15The number of Options (14,913) granted on 2/24/15 was correct. Due to scrivener's error, it was changed on 2/24/17 to 14,306. This was a difference of 607 shares that should have remained in Table II for the reporting person.
- 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.
- 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.
- F8Restricted stock units granted to reporting person on 03/08/2017, 3,564 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,782 shares fully vest three years from the date of grant.
- F9Restricted 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.