SEC Form 4 · accession 0000049071-18-000151

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

Dec 15, 2018

Accepted (ET)

Dec 18, 2018 · 4:38 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	1,093	$0.00	A	8,651	D
Humana Common	Dec 15, 2018	F	509	$304.045	D	8,142	D
Humana Common	Dec 15, 2018	M	1,188	$0.00	A	9,330	D
Humana Common	Dec 15, 2018	F	554	$304.045	D	8,776	D
Humana Common	Dec 15, 2018	M	480	$0.00	A	9,256	D
Humana Common	Dec 15, 2018	F	224	$304.045	D	9,032	D
Humana Common^F10,F11	Dec 18, 2018	S	1,474	$299.2897	D	7,558	D
Humana Common^F1	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
Restricted Stock Units^F5,F6	—	Dec 15, 2018	M	1,093	D	—	—	Humana Common	1,093	0	D
Restricted Stock Units^F5,F7	—	Dec 15, 2018	M	1,188	D	—	—	Humana Common	1,188	2,971	D
Restricted Stock Units^F5,F8	—	Dec 15, 2018	M	480	D	—	—	Humana Common	480	963	D
Options^F2	$167.805	holding	—	—	—	—	Feb 18, 2023	Humana Common	4,922	4,922	D
Options^F3	$217.415	holding	—	—	—	—	Mar 8, 2024	Humana Common	18,082	18,082	D
Options^F4	$268.47	holding	—	—	—	—	Feb 19, 2025	Humana Common	6,221	6,221	D
Phantom Stock Units^F9	—	holding	—	—	—	—	—	Humana Common	61	61	I

Explanation of responses

F1Stock units held for the benefit of reporting person as of November 30, 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).
F10All shares sold at price of $299.2897.
F11Due to scrivener's error, the total shares are updated from a transposition in beneficial shares owned in previous filing.
F2Right 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.
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. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.
F4Right 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.
F5Right 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).
F6Restricted 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.
F7Restricted 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.
F8Restricted 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.
F9Phantom 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 fluctation due to changes in stock price.