SEC Form 4 · accession 0000049071-19-000034

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 25, 2019

Accepted (ET)

Mar 1, 2019 · 6:23 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	holding	—	—		—	6,663	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^F6	$307.965	Feb 25, 2019	A	7,184	A	—	Feb 25, 2026	Humana Common	7,184	7,184	D
Restricted Stock Units^F7,F11	—	Feb 25, 2019	A	1,624	A	—	—	Humana Common	1,624	1,624	D
Options^F2	$167.805	holding	—	—	—	—	Feb 18, 2023	Humana Common	4,005	4,005	D
Options^F3	$217.415	holding	—	—	—	—	Mar 8, 2024	Humana Common	20,497	20,497	D
Options^F4	$268.47	holding	—	—	—	—	Feb 19, 2025	Humana Common	6,623	6,623	D
Options^F5	$271.14	holding	—	—	—	—	Mar 1, 2025	Humana Common	1,391	1,391	D
Restricted Stock Units^F7,F8	—	holding	—	—	—	—	—	Humana Common	2,721	2,721	D
Restricted Stock Units^F7,F9	—	holding	—	—	—	—	—	Humana Common	1,025	1,025	D
Restricted Stock Units^F7,F10	—	holding	—	—	—	—	—	Humana Common	216	216	D
Phantom Stock Units^F12	—	holding	—	—	—	—	—	Humana Common	25	25	I

Explanation of responses

F1Shares held for the benefit of reporting person as of January 31, 2019 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 03/1/18, 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 2/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21.
F12Phantom Stock Units held for the benefit of reporting person as of January 31, 2019 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.
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 buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.
F7Right 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).
F8Restricted 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.
F9Restricted 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.