SEC Form 4 · accession 0000049071-19-000038
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph C Ventura
Officer — Chief Legal Officer & Corp Sec
Period of report
Feb 25, 2019
Accepted (ET)
Mar 1, 2019 · 6:28 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 | — | — | — | 200 | D | ||
| Humana CommonF1 | holding | — | — | — | 172 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF2 | $307.965 | Feb 25, 2019 | A | 3,592 | A | — | Feb 25, 2026 | Humana Common | 3,592 | 3,592 | D |
| Restricted Stock UnitsF3,F7 | — | Feb 25, 2019 | A | 812 | A | — | — | Humana Common | 812 | 812 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Humana Common | 1,149 | 1,149 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Humana Common | 373 | 373 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | — | — | Humana Common | 559 | 559 | D |
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).
- F2Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.
- F3Right 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).
- F4Restricted stock units granted to reporting person on 03/08/17. 1,379 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19; and 689 shares fully vesting three years from the date of grant. Shares reported are what remain unvested.
- 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. Shares reported are what remain unvested.
- F6Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.
- F7Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21.