SEC Form 4 · accession 0000049071-18-000049

HUMANA INC · HUM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Heidi S Margulis

Officer — Chief Corp. Affairs Officer

Period of report

Feb 28, 2018

Accepted (ET)

Mar 1, 2018 · 2:09 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
Humana Common	Feb 28, 2018	M	607	$164.645	A	11,984	D
Humana Common^F10	Feb 28, 2018	F	362	$276.43	D	11,622	D
Humana Common^F11	Feb 28, 2018	S	3,727	$275.1742	D	7,895	D
Humana Common^F12	Feb 28, 2018	G	119	$0.00	D	7,776	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options^F2	$164.645	Feb 28, 2018	M	607	D	—	Feb 24, 2022	Humana Common	607	9,335	D
Options^F1	$102.155	holding	—	—	—	—	Feb 18, 2021	Humana Common	1,444	1,444	D
Options^F3	$167.805	holding	—	—	—	—	Feb 18, 2023	Humana Common	14,764	14,764	D
Options^F4	$217.415	holding	—	—	—	—	Mar 8, 2024	Humana Common	19,497	19,497	D
Options^F5	$268.47	holding	—	—	—	—	Feb 19, 2025	Humana Common	5,218	5,218	D
Restricted Stock Units^F6,F7	—	holding	—	—	—	—	—	Humana Common	1,093	1,093	D
Restricted Stock Units^F6,F8	—	holding	—	—	—	—	—	Humana Common	3,487	3,487	D
Restricted Stock Units^F5,F6,F9	—	holding	—	—	—	—	—	Humana Common	1,211	1,211	D

Explanation of responses

F1Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.
F10Shares swapped for payment of purchase price on incentive stock option exercise using fair market value on February 27, 2018 pursuant to Humana Inc's 2011 Stock Incentive Plan.
F11Price reported is the average sales price.
F12This transaction represents a gift/charitable donation effective February 28, 2018. This is not a market transaction and no value was received in return for the shares.
F2Right to buy pursuant to Humana Inc.'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. 12,998 options vesting in three annual increments, and 6,499 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, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,494 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.