SEC Form 4 · accession 0000049071-18-000136
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia H Zipperle
Officer — SVP, Chief Acct Officer & Cont
Period of report
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 9:55 am 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 | Dec 15, 2018 | M | 795 | $0.00 | A | 795 | D | |
| Humana Common | Dec 15, 2018 | F | 371 | $304.045 | D | 424 | D | |
| Humana Common | Dec 15, 2018 | M | 743 | $0.00 | A | 1,167 | D | |
| Humana Common | Dec 15, 2018 | F | 346 | $304.045 | D | 821 | D | |
| Humana Common | Dec 15, 2018 | M | 300 | $0.00 | A | 1,121 | D | |
| Humana Common | Dec 15, 2018 | F | 140 | $304.045 | D | 981 | D | |
| Humana CommonF1 | holding | — | — | — | 889 | 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 UnitsF2,F3 | — | Dec 15, 2018 | M | 795 | D | — | — | Humana Common | 795 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Dec 15, 2018 | M | 743 | D | — | — | Humana Common | 743 | 1,859 | D |
| Restricted Stock UnitsF2,F5 | — | Dec 15, 2018 | M | 300 | D | — | — | Humana Common | 300 | 603 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | — | — | Humana Common | 745 | 745 | D |
| Phantom Stock UnitsF7 | — | holding | — | — | — | — | — | Humana Common | 253 | 253 | I |
Explanation of responses
- F1Shares held for the benefit of reporting person as of November 30, 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).
- F2Right 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).
- F3Restricted 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.
- F4Restricted 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.
- F5Restricted 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.
- F6Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.
- F7Phantom Stock Units held for the benefit of reporting person as of November 30, 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.