Statement of Changes in Beneficial Ownership (4)
December 17 2019 - 6:17PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Kane Brian A |
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) Chief Financial Officer |
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2019 |
(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 | 12/15/2019 | | M | | 1534 | A | $0 | 22149 | D | |
Humana Common | 12/15/2019 | | F | | 708 | D | $350.41 | 21441 | D | |
Humana Common | 12/15/2019 | | M | | 931 | A | $0 | 22372 | D | |
Humana Common | 12/15/2019 | | F | | 430 | D | $350.41 | 21942 | D | |
Humana Common | 12/15/2019 | | M | | 879 | A | $0 | 22821 | D | |
Humana Common | 12/15/2019 | | F | | 406 | D | $350.41 | 22415 | D | |
Humana Common | 12/9/2019 | | G | | 148 (10) | D | $0 | 22267 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Options (1) | $164.645 | | | | | | | (1) | 2/24/2022 | Humana Common | 21014 | | 21014 | D | |
Options (2) | $167.805 | | | | | | | (2) | 2/18/2023 | Humana Common | 20804 | | 20804 | D | |
Options (3) | $217.415 | | | | | | | (3) | 3/8/2024 | Humana Common | 29995 | | 29995 | D | |
Options (4) | $268.47 | | | | | | | (4) | 2/19/2025 | Humana Common | 12041 | | 12041 | D | |
Options (5) | $307.965 | | | | | | | (5) | 2/25/2026 | Humana Common | 11674 | | 11674 | D | |
Restricted Stock Units (6) | (6) | 12/15/2019 | | M | | | 1534 | (7) | (7) | Humana Common | 1534 | $0 | 2299 | D | |
Restricted Stock Units (6) | (6) | 12/15/2019 | | M | | | 931 | (8) | (8) | Humana Common | 931 | $0 | 932 | D | |
Restricted Stock Units (6) | (6) | 12/15/2019 | | M | | | 879 | (9) | (9) | Humana Common | 879 | $0 | 1759 | D | |
Explanation of Responses: |
(1) | Right to buy pursuant to the Company'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. |
(2) | 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. |
(3) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 19,997 options vesting in three annual increments, and 9,998 options fully vest three years from the date of grant. |
(4) | Right 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. |
(5) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/19, vesting in three increments from 02/25/20 to 02/25/22. |
(6) | 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). |
(7) | Restricted stock units granted to reporting person on 03/08/2017, 4,599 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 2,299 shares fully vest three years from the date of grant. |
(8) | Restricted 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. |
(9) | Restricted 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. |
(10) | Shares disposed of represents a gift/charitable donation effective December 9, 2019, in which no value was received in return. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kane Brian A HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
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| Chief Financial Officer |
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Signatures
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Brian A. Kane | | 12/17/2019 |
**Signature of Reporting Person | Date |
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