SEC Form 4 · accession 0000049071-18-000050

HUMANA INC · HUM

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

Reporting owner

William Kevin Fleming

Officer — Seg President, Healthcare Svcs

Period of report

Feb 28, 2018

Accepted (ET)

Mar 1, 2018 · 2:11 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 Common^F12	Feb 28, 2018	S	1,073	$275.3496	D	8,143	D
Humana Common^F13	Feb 28, 2018	G	120	$0.00	D	8,023	D
Humana Common^F1	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
Options^F2	$164.645	holding	—	—	—	—	Feb 24, 2022	Humana Common	7,627	7,627	D
Options^F3	$167.805	holding	—	—	—	—	Feb 18, 2023	Humana Common	12,015	12,015	D
Options^F4	$217.415	holding	—	—	—	—	Mar 8, 2024	Humana Common	20,497	20,497	D
Options^F5	$268.47	holding	—	—	—	—	Feb 19, 2025	Humana Common	6,623	6,623	D
Restricted Stock Units^F6,F7	—	holding	—	—	—	—	—	Humana Common	3,341	3,341	D
Restricted Stock Units^F6,F8	—	holding	—	—	—	—	—	Humana Common	870	870	D
Restricted Stock Units^F6,F9	—	holding	—	—	—	—	—	Humana Common	3,717	3,717	D
Restricted Stock Units^F6,F10	—	holding	—	—	—	—	—	Humana Common	1,536	1,536	D
Phantom Stock Units^F11	—	holding	—	—	—	—	—	Humana Common	23	23	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).
F10Restricted 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.
F11Phantom 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.
F12Price reported is average sales price.
F13This 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 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 buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 2/19/19 to 2/19/21.
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 02/24/15, 100% of the award is vesting on 02/24/2018.
F8Restricted 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.
F9Restricted 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.