Statement of Changes in Beneficial Ownership (4)
December 23 2016 - 1:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MARGULIS HEIDI S
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2. Issuer Name
and
Ticker or Trading Symbol
HUMANA INC
[
HUM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior V.P. -Corporate Affairs
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(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2016
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(Street)
LOUISVILLE, KY 40202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Humana Common
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12/22/2016
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M
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1936
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A
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$72.84
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18619
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D
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Humana Common
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12/22/2016
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M
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4842
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A
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$102.155
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23461
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D
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Humana Common
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12/22/2016
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M
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4971
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A
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$164.645
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28432
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D
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Humana Common
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12/22/2016
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F
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9061
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D
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$200.805
(8)
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19371
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options
(1)
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$72.84
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12/22/2016
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M
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1936
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(1)
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2/20/2020
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Humana Common
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1936
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$0
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0
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D
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Options
(2)
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$102.155
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12/22/2016
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M
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4842
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(2)
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2/18/2021
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Humana Common
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4842
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$0
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2422
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D
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Options
(3)
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$164.645
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12/22/2016
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M
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4971
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(3)
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2/24/2022
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Humana Common
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4971
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$0
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9942
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D
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Options
(4)
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$167.805
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(4)
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2/18/2023
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Humana Common
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14764
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14764
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D
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Restricted Stock Units
(5)
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(5)
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(6)
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(6)
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Humana Common
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1591
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1591
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D
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Restricted Stock Units
(5)
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(5)
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(7)
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(7)
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Humana Common
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2186
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2186
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D
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Explanation of Responses:
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(
1)
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Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.
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(
2)
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Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.
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(
3)
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Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18.
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(
4)
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Right 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.
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(
5)
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Right 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).
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(
6)
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Restricted stock units granted to reporting person on 2/18/14, 100% of the award is vesting on 2/18/17.
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(
7)
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Restricted 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.
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(
8)
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The total amount of shares withheld for taxes and swapped for purchase price is 9,061. The amount of shares required for swap on purchase price for shares exercised under the Company's 2011 Stock Incentive Plan was determined using a Fair Market Value ("FMV") of $199.84 on 12/21/2016, pursuant to the Plan. All shares withheld for taxes and shares required for swap under the Company's 2003 Stock Incentive Plan were determined using the FMV on 12/22/2016 $200.8050, pursuant to each Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MARGULIS HEIDI S
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202
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Senior V.P. -Corporate Affairs
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Signatures
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Heidi S. Margulis
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12/23/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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