SEC Form 4 · accession 0000049071-19-000009
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J /ky Obrien
Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 9:07 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 CommonF4,F5 | holding | — | — | — | 2,646 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock UnitF3 | — | Jan 2, 2019 | A | 588 | A | — | — | Humana Common | 588 | 588 | D |
| Stock UnitF1 | — | holding | — | — | — | — | — | Humana Common | 28,337 | 28,337 | D |
| Stock UnitF2 | — | holding | — | — | — | — | — | Humana Common | 737 | 737 | D |
Explanation of responses
- F1Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1) and the total includes the vested portion that was subsequently deferred for years 2013 and later.
- F2Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).
- F3Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2011 Plan of which 100% is vesting on 12/31/2019.
- F4Due to scrivener's error, total direct shares were transposed on a prior Form 4. Total shares in Table I are now correct and transferred to revocable (indirect) trust (see footnote 5).
- F5Shares held by revocable trust account (March 2015), on which reporting person is the sole trustee, holding certain shares of Humana Inc. common stock. 870 shares were transferred from direct holding account to indirect revocable trust account in January 2017. The remaining 1,776 shares were transferred effective July 18, 2018.