SEC Form 4 · accession 0000049071-18-000148
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
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 4:09 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Humana Common | Dec 15, 2018 | M | 870 | $0.00 | A | 8,893 | D | |
| Humana Common | Dec 15, 2018 | F | 399 | $304.045 | D | 8,494 | D | |
| Humana Common | Dec 15, 2018 | M | 996 | $0.00 | A | 9,490 | D | |
| Humana Common | Dec 15, 2018 | F | 457 | $304.045 | D | 9,033 | D | |
| Humana Common | Dec 15, 2018 | M | 511 | $0.00 | A | 9,544 | D | |
| Humana Common | Dec 15, 2018 | F | 235 | $304.045 | D | 9,309 | D | |
| Humana Common | Dec 15, 2018 | M | 107 | $0.00 | A | 9,416 | D | |
| Humana Common | Dec 15, 2018 | F | 50 | $304.045 | D | 9,366 | D | |
| Humana CommonF13 | Dec 18, 2018 | S | 2,043 | $295.0259 | D | 7,323 | D | |
| Humana CommonF14 | Dec 18, 2018 | G | 660 | — | D | 6,663 | D | |
| Humana CommonF1 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F8 | — | Dec 15, 2018 | M | 870 | D | — | — | Humana Common | 870 | 0 | D |
| Restricted Stock UnitsF6,F9 | — | Dec 15, 2018 | M | 996 | D | — | — | Humana Common | 996 | 2,721 | D |
| Restricted Stock UnitsF6,F10 | — | Dec 15, 2018 | M | 511 | D | — | — | Humana Common | 511 | 1,025 | D |
| Restricted Stock UnitsF6,F11 | — | Dec 15, 2018 | M | 107 | D | — | — | Humana Common | 107 | 216 | D |
| OptionsF2 | $167.805 | holding | — | — | — | — | Feb 18, 2023 | Humana Common | 4,005 | 4,005 | D |
| OptionsF3 | $217.415 | holding | — | — | — | — | Mar 8, 2024 | Humana Common | 20,497 | 20,497 | D |
| OptionsF4 | $268.47 | holding | — | — | — | — | Feb 19, 2025 | Humana Common | 6,623 | 6,623 | D |
| OptionsF5 | $271.14 | holding | — | — | — | — | Mar 1, 2025 | Humana Common | 1,391 | 1,391 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Humana Common | 3,341 | 3,341 | D |
| Phantom Stock UnitsF12 | — | holding | — | — | — | — | — | Humana Common | 23 | 23 | 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).
- 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.
- F11Restricted stock units granted to reporting person on 03/1/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20.
- F12Phantom 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.
- F13Price reported is weighted average sales price.
- F14This transaction represents a gift/charitable donation effective December 18, 2018, in which no value was received in return.
- F2Right 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.
- 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. 12,998 options vesting in three annual increments, and 7,499 options fully vest three years from the date of grant.
- F4Right 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.
- F5Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 3/1/19 to 3/1/21.
- 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.